Recognizing that the economic health of Kosovo depends on
the existence of amodern
market-oriented and business–friendly legal framework;

Understanding that such a legal framework must include,
inter alia, a basic Law on business organizations that provides for, promotes and
facilitates the efficient creation, registration, operation and dissolution of
the usual and customary types of business organization found in economically
successful countries; and

Intending, therefore, to create such a basic Law and to
otherwise bring the regulation of business organizations in Kosovo into
compliance with good market-oriented practices as well as the basic mandatory
requirements of the European Union;

Hereby
adoptsthe following:

LAW

ON BUSINESS
ORGANIZATIONS

PART I

GENERAL PROVISIONS

CONTENTS

Article 1 Purposes and Scope of the Present Law

Article 2 Definitions

Article 3 Business Activity to be Conducted Through
Registered Business Organizations

Article 4 Types of Kosovo Business Organizations

Article 5 Permitted Purposes

PART II

THE REGISTRY AND
REGISTRATION

Chapter 1 The Registry

Article 6 Establishment of the Registry

Article 7 Functions of the Registry

Article 8 The Head of the Registry

Article 9 Prohibition on Illicit Influence

Article 10 Mandatory Public Access to Records

Article 11 Publication Requirement For Registered Companies

Article 12 Registration Fees

Article 13 Registration Requirements

Article 14 Filing Duties of the Registry

Article 15 Administrative Nature of Registration

Article 16 Correction of Errors

Article 17 Review of Disputed Matters

Article 18 Maintenance of Records

Article 19 Secure Storage of Paper Records and Documents

Article 20 Sharing of Records, Documents and Information

Chapter 2 Name and Reservation of
Name

Article 21Name of
Business Organization

Article 22Reservation of Trade Name

Chapter 3 Registered
Office and Agent

Article 23 Registered Office and Registered Agent

Article 24 Service on or Delivery to a Business Organization

Article 25 Change of Registered Agent or Office

Article 26 Resignation of Registered Agent

Chapter 4 Mandatory
Information to be Provided to Third Parties

Article 26A Mandatory Information thatMust be Provided to Third Parties

Chapter 5 Registration
of a Personal Business Enterprise

Article 27 Registration of a Personal Business Enterprise

Article 28 Amendments to the Registration Information of a
Personal Business Enterprise

Chapter 6 Registration
of a General Partnership

Article 29 Registration of a General Partnership

Article 30 Amendments to the General Partnership Memorandum

Chapter 7 Registration
and Establishment of a Limited Partnership

Article 31 Registration and Establishment of a Limited
Partnership

Article 32 Amendments to the Limited Partnership Memorandum
or Agreement

Chapter 8 Registration
and Establishment of a Limited Liability Company

Article 33 Registration and Establishment of a Limited
Liability Company

Article 34 Amendments to the Charter or Company Agreement

Chapter 9 Registration
and Establishment of a Joint Stock Company

Article 35 Registration and Establishment of a Joint Stock
Company

Article 36 Amendments to the Charter or By-Laws

Chapter 10
Registration of a Foreign Business Organization

Article 37 Registration of a Foreign Business Organization

Article 38 Amendments to a Foreign Business Organization
Memorandum

Chapter 11
Registration of a Termination, Voluntary Dissolution or Merger

Article 39 Notice of Termination of Existence Prior to
Commencement of Business Activity

Article 40 Notice of Voluntary Dissolution; Revocation

Article 41 Submission of Merger Documents

Chapter 12Reports

Article 42 Annual Report to the Director

Article 43 Deficient Annual Report or Failure to Submit
Annual Report

Chapter 13
Registration of Trade Names

Article 44 Registration of Trade Name Required

Article 45 Filing of Trade Name Application

Article 46 Certificate of Registration of Trade Name

Article 47 Duration and Renewal of Trade Name Registration

PART III

PERSONAL BUSINESS ENTERPRISE

Article 48Unlimited Liability; No Legal Personality

PART IV

GENERAL PARTNERSHIP

Article 49Nature
of a General Partnership

Article 50Nature
of a General Partnership Interest

Article 51Number
of General Partners

Article 52Liability Principles

Article 53 Registration of Trade Names

Article 54Form of
Contributions

Article 55General
Partnership Agreement

Article 56Profits,
Losses, Allocations and Distributions

Article 57Responsibility for Losses

Article 58Authority of a General Partner to Act for the Partnership

Article 59Governance and Management

Article 60Inter-Partner Rights and Duties

Article 61Enforcement of Rights and duties

Article 62Partnership Property

Article 63Withdrawal of a Partner

Article 64Dissolution of a Partnership

Article 65 Voluntary Dissolution and Liquidation of a
Partnership

PART V

LIMITED PARTNERSHIP

Article 66 Nature of a Limited Partnership

Article 67 Limited Partnership Memorandum

Article 68 Limited Partnership Agreement

Article 69 Records That a Limited Partnership Must Keep and
Make Available

Article 70 Contributions of Limited Partners

Article 71 Restrictions on and Liability of Limited Partners

Article 72 Transfer of Limited Partnership Interest

Article 73 Admission of Additional General Partners

Article 74 Profits and Losses

Article 75 Withdrawal of a Limited Partner

Article 76 Dissolution and Winding Up

Article 77 Events Causing Dissolution and Requiring Winding
Up

PART VI

LIMITED LIABILITY
COMPANY

Chapter 1

General Provisions

Article 78Nature
of a Limited Liability Company and an Ownership Interest

Article 79Charter
Capital

Article 80Liability Principles

Article 81Liability for Founders' Actions Before Registration

Article 82Powers

Article 83Duration

Article 84Owners

Chapter 2Charter and Company Agreement

Article 85Charter

Article 86Company
Agreement

Chapter 3Required Records and Access

Article 87 Records That a Company Must Keep

Article 88 Records Must be Available to Owners

Chapter 4Contributions of Owners

Article 89 Form of Contributions

Article 90 Liability for Agreed Contributions

Article 91 Penalties for Failure to Make Agreed
Contributions

Chapter 5
Distributions to Owners

Article 92Distributions to Members

Article 93Restrictions on Distributions

Article 94Personal
Liability for Prohibited Distributions

Chapter 6Co-Ownership and Transfer of Ownership
Interests

Article 95 Co-ownership of an Ownership Interest

Article 96Transfer
of an Ownership Interest

Article 97 Optional Provision to Restrict Transfer

Article 98Optional
Provision to Require First Offer to the Company

Article 99Right of
a Transferee

Article 100Other
Rights and Liabilities of a Transferor and Transferee of an Ownership Interest

Article 101Prohibited Transfer is Void

Article 102Company
Acquisition of its Own Ownership Interests

Chapter 7 Termination
of Ownership

Article 103Termination of Ownership

Article 104Withdrawal or Expulsion of an Owner

Article105 Effect of Withdrawal or Expulsion

Chapter 8Governance and Management

Article 106Votes of
Owners

Article 107 When Unanimous Vote Required

Article 108Action
Without a Meeting

Article 109Appointment and Removal of Managing Directors

Article 110Authority
of Managing Director to Act for the Company

Article 111Duty to
Maintain Books and Records and to Provide Access

Article 112Duty of
Care and Business Judgment Rule

Article 113Duty of
Loyalty

Article 114Duty Not
to Compete

Article 115Enforcement
of Duties by Personal or Derivative
Court Action

Article 116Persons
Owing Duties

Chapter 9 Dissolution
and Liquidation

Article 117Events
Causing Dissolution

Article 118Winding
up and Liquidation of a Company

Article 119Distribution of a Company's Assets in Liquidation

Chapter 10 Merger

Article 120Merger
Involving a Limited Liability Company

Article 121Required
Contents of Plan of Merger

Article 122Requirements for Approval of the Plan

Article 123Registration and Effective Time of a Merger

Article 124Effect of
a Merger

Article 125Merger
Involving a Company and a Foreign Legal Persons

PART VII

JOINT STOCK COMPANY

Chapter 1 General
Provisions

Article 126Nature of
a Joint Stock Company and a Share

Article 127Charter
Capital

Article 128Liability
Principles

Article 129Liability
for Founders' Actions Before Registration

Article 130Powers

Article 131Duration

Article 132Shareholders

Article 133Founders'
Authority Ends at Registration

Article 134Acquisition of the Property of a Founder

Article 135 Restrictions on a Joint stock Company's Ability
to Subscribe to or Dealing with its Own Shares

Article 136No Ultra
Vires Defense

Chapter 2 Charter and
By-Laws

Article 137Charter

Article 138By-Laws

Article 139Charter
Controls Over By-Laws

Article 140 Organizational Meeting of a Joint Stock Company

Chapter 3 Shares and
Other Securities

Article 141Common
and Preferred Stock; No Bearer Shares

Article 142Authorized and Issued Stock

Article 143List of
Shareholders

Article 144 Shareholder Access to Documents

Article 145 Certificated and Un-Certificated Shares

Article 146Rights of
Common Stock Shareholders

Article 147Rights of
Holders of Preferred Stock

Article 148Securities Other Than Stock, Securities Convertible into Stock, and
Options toAcquire Stock

Article 156Share
Splits, Reverse-Splits and Cancellations That Do Not Change Charter Capital

Article 157Redemption or Withdrawal of Shares

Chapter 5
Distributions

Article 158Dividends

Article 159Procedure
for Authorizing Dividends

Article 160Company
Acquisition of its Own Stock

Article 161Procedure
for Acquisition of Own Stock

Article 162Procedures for Pro Rata Acquisition From All Shareholders

Article 163Status of
Reacquired Shares

Article 164Restrictions on Distributions and Payments for Acquisition of Own Stock

Article 165Personal
Liability of Shareholders and Directors for Prohibited Distributions

Article 165A Company
not to Finance Acquisition of its Own Securities

Chapter 6 Board of
Directors and Officers

Article 166Board of
Directors

Article 167Qualifications of Directors

Article 168Compensation of Directors

Article 169Authority
and Competence of the Board of Directors

Article 170Number of
Directors

Article 171Elections
and Term of Directors

Article 172Cumulative Voting for Directors

Article 173Resignation of Directors

Article 174Removal
of Directors

Article 175Independence of Directors

Article 176Filling
of Vacancies on a Board of Directors

Article 177 Chairman of the Board of Directors

Article 178Meetings
and Notice of Meetings

Article 179Quorum
and Vote Required for Board Actions

Article 180Actions
of the Board Without a Meeting

Article 181Committees of the Board

Article 182Records
of Meetings of the Board

Article 183Officers

Article 184Disclosure of Personal and Financial Interests and Duty of Loyalty

Article 185Removal
of Officers

Article 186Duty of
Care and Business Judgment Rule

Article 187Duty Not
to Compete

Article 188Enforcement of Duties by Personal or Derivative Court Action

Chapter 7 Shareholders
and Shareholder Meetings

Article 189Annual
Shareholder Meeting

Article 190 Extraordinary Shareholder Meeting

Article 191 Court-Ordered Shareholder Meeting

Article 192Competence of Shareholder Meeting

Article 193Notice of
Shareholder Meeting

Article 194Waiver of
Notice

Article 195Agenda
for a Meeting

Article 196 Record
Date for a Meeting

Article 197Conduct
of a Meeting

Article 198Availability of Shareholder List for Meeting

Article 199Voting in
Person or by Proxy

Article 200Quorum
and Vote Required for a Decision at a Meeting

Article 201Voting
Rights of a Share

Article 202Voting
Rights of Certain Types of Holders

Article 203Record of
a Meeting

Chapter 8 Amendments
to a Charter

Article 204 Amendments to a Charter

Article 205Amendment
by the Board of Directors Alone

Article 206Amendment
by the Board and the Shareholders

Article 207Group
Voting

Article 208Registration and Effective Time of an Amendment

Chapter 9Employee Stock Ownership Programs

Article 209 Employee Share Ownership Programs

Chapter 10 Merger,
Demerger and Other Major Transactions

Article 210Definition of Merger

Article 211Procedure
for Merger

Article 212Independent Financial Opinion

Article 213Required
Contents of Plan of Merger

Article 214Registration and Effective Time of Merger

Article 215Effect of
Merger

Article 216Nullification of a Merger

Article 217 Merger of a Joint Stock Company with Limited
Liability Company

Article 218Merger
with Foreign Legal Persons

Article 219 Demerger

Article 220Effect of
a Demerger

Article 221Definition of Other Major Transactions

Article 222Procedure
for Other Major Transactions

Article 223Shareholder's Right to Dissent and Receive Payment

Article 224Determination of Value

Chapter 11Acquisition of Control of a Company's Stock

Article 225Acquisition of Control Block

Article 226Offer to
Shareholders to Acquire a Company's Shares

Article 227 Disclosure of Potential Acquisition of Control
Block

Article 228 Consequences of Noncompliance

Chapter 12Dissolution and Liquidation

Article 229Voluntary
Dissolution of a Company

Article 230Winding
Up and Liquidation of a Company

Article 231Dissolution On Expiration of a Company's Duration

Article 232Involuntary Dissolution of a Company

Article 233Distribution of a Company's Assets in Liquidation

Article 234Enforcement
of Claims Against a Dissolved Company

PART VIII

TRANSITIONAL
PROVISIONS

Article 235Transitional Period for Existing Business Organizations Registered with
the Registry

Article 236Effective
Date and Repeal of Prior Legislation

Article 1

Purposes and Scope of
the Present Law

1.1 The purpose of the present Law is to:

a) specify the types of business organization through which
business activity may be conducted in Kosovo;

b) establish, for each type of business organization, the
applicable registration requirements;

c) set forth, for each type of business organization legal
provisions with respect to its legal capacity and structure and its rights and
obligations and those ofits owners,
managers, directors, legal representativesand third parties; and

d) otherwise establish legal provisions that promote and
facilitate the orderly and efficient creation, operation and dissolution of
such business organizations.

1.2It is
specifically provided that the present Law is limited in scope and does not
establish rules or regulate matters falling within the scope of other primary
normative acts.Without prejudice to the
generality of the foregoing, it is specifically provided that rules governing
the licensing and regulating of the activities of a business organization and
the accounting, financial reporting and labor and employment practices of
business organizations are not within the scope of the present Law.

The financial reporting requirements of Business
Organization shall follow the rules contained in UNMIK Regulation 2001/30 of 29
October 2001, on the Establishment of the Kosovo Board on Standards for
Financial Reporting and a Regime for Financial Reporting of Business
Organization or any other Applicable Law enacted for that purpose.

Article 2

Definitions

2.1 Whenever used in the present Law, the following terms
and phrases shall have the following meanings unless the context within which
such term or phrase appears clearly intends or requires another meaning:

"Company" means a joint
stock company or a limited liability company established in Kosovo.

"Ministry" means Ministry of Trade and Industry;

"Minister" means Minister of Ministry of Trade and Industry.

"Authorized person"shall have the meaning specified in Article 13.7 or, if
applicable, Article 13.8 of the present Law.

"Kosovo business organization"is a general term that means and includes any of the
business organization types established in Kosovo under the present Law: a
personal business enterprise, a general partnership, a limited partnership, a
limited liability company and a joint stock company.

"Foreign business organization"is a general term that means and includes any
organization that (i) has been duly established and is currently validly
existing under the Law of a jurisdiction outside Kosovo, and (ii) has the
authority, under that Law, to engage, in business activity in such
jurisdiction.

"Business activity" means any type of regular or repeated
activity involving the offering, providing or producing of goods, services,
property and/or works to or for any person or organization in return for or in
expectation of any type of payment or compensation; provided, however, that an employee who provides services to
his/her employer shall not be considered to be conducting"business activity" to the extent such
services are required by and compensated pursuant to the employee's contract of
employment with the employer.

"Contribution" means consideration or something of value that a person or organization
pays or provides to a partnership or a legal person in exchange for a
partnership interest, an ownership interest, or a share.

"Headof the Registry" means the Director of the Registry.

"Distribution" means any transfer of any money or other property, whether tangible or
intangible, from a partnership or a company to any of its partners, members or
shareholders because of his/her status as a partner, member or
shareholder.

"Family member" includes (i) a spouse, parent, brother, sister, child or grandchild,
(ii) a brother, sister, parent or spouse of any of the foregoing; or (iii) any
person who lives in the same home.

"Partnership" means a limited partnership or a
general partnership established in Kosovo.

"Person" means, and only refers to, a
natural person.

"Legal person" is a general term meaning any organization, including any
business organization that has, as a matter of law, a legal identity that is
separate and distinct from its members, owners or shareholders.

"Primary normative act" means a Law adopted by the Assembly of Kosovo or an UNMIK
regulation.

"Public authority"means (i) any governmental executive authority, public body,
ministry, department, agency, municipality or other such authority that
exercises public executive, legislative, regulatory, administrative,
enforcement or judicial powers within Kosovo; (ii) any enterprise, organization
or establishment to the extent it exercises any of the afore-mentioned powers
pursuant to a grant of authority given by a normative or sub normative act or
pursuant to a delegation of authority from another public authority; and (iii)
any official, civil servant, employee or agent of any of the foregoing.

"Record date" means the date as of which a limited partnership, limited liability
company or joint stock company determines the identity of its partners, members
or shareholders and the size of their ownership interests for the purpose of
determining their rights under the present Law or under the business
organization's founding documents.

"Registry" means the Kosovo Registry of Business Organizations
and Trade Names.

"Court" means a
court of competent jurisdiction.

"Present Law" means the present Law and the
subsidiary normative acts and instruments issued in furtherance of or under the
authority of the present Law, including the implementing rules issued pursuant
to or under the authority of the present Law.

"Share" means an ownership right in a company which grants
the holder rights further described in this Law including in Article 78, Article
126 and Articles 141 to 147 of this Law.

"Shareholder" means the person or entity who is able to exercise the
rights represented by the Share.

2.2References in the
present Law to any other primary normative act shall be interpreted as also
referring to any successor primary normative act thereto.

2.3 As used herein, the singular includes the plural and the
plural includes the singular unless the context otherwise requires. The term
"he" includes "she" and "it"; and the term
"him" includes "her" and "it" unless the context
otherwise requires.

Article 3

Business Activity to
be Conducted through Registered Business Organizations

3.1 Subject to the limited exceptions specified in paragraph
2 of this Article and paragraph 2 ofArticle
37 of this Law, business activity may not be conducted anywhere in Kosovo
except by a Kosovo business organization or foreign business organization that
has been registered with the Registry.

3.2A person or
organization that is not so registered may conduct business activity in Kosovo only to the extent that another primary
normative act specifically and expressly permits or authorizes such person or
organization to conduct such business activity.

3.3Except as
provided for in paragraph 2 of this Article or paragraph 2, Article 37 of this Law,
if any person or organization that is not registered conducts business activity
in Kosovo, such person or organization shall be in violation of the present Law
and shall be required to pay administrative monetary penalties in accordance
with the sub normative act promulgated by the Minister under paragraph 4 of
this Article.

3.4The Minister
shall have the authority and responsibility for developing and promulgating a
sub normative act imposing administrative monetary penalties on any person or
organization committing a violation specified in paragraph 3 of this Article or
other violation of the present Law. The amount of such administrative monetary
penalties shall be set at levels that are (i) proportionate to the extent, size
and degree of the concerned violation, and (ii) sufficient to deter violations.

3.5The Minister
shall also have the authority and responsibility for assigning to one or more
appropriate public authorities the responsibility for enforcing such sub
normative act including the assessment, collection and handling of the
concerned administrative monetary penalties; provided, however, that any such public authority shall, with
respect to the collection and handling of such penalties, comply with the
system and rules established by the Treasury pursuant to paragraph 6 of this Article.

3.6 All such administrative monetary penalties collected
shall be "public money" within the meaning of the Law on Public Financial
Management and Accountability or any successor legislation thereto.The Treasury shall have the sole authority
and responsibility to establish and implement a system and rules governing the
manner of collection and handling of any such administrative monetary
penalties.

3.7 Any person or organization that has been subjected to
the assessment or enforcement of such an administrative penalty shall have,
without restriction, the rights to administrative and judicial appeal and
review as provided for in the Law on administrative procedures.

Article 4

Types of Kosovo
Business Organizations

4.1 A business organization may be established in Kosovo as
a personal business enterprise, a general partnership, a limited partnership, a
limited liability company or a joint stock company.

4.2A limited
partnership, a limited liability company and a joint stock company shall only
come into existence upon the completion of the registration process with the
Registry in accordance with the requirements of the present Law.

4.3 A personal business enterprise and a general partnership
shall come into existence either: (i) upon the completion of the registration
process with the Registry in accordance with the requirements of the present Law
or (ii) upon the conduct of business activity in Kosovo without such
registration as provided for in paragraph 4 and 5 of this Article.

4.4 If a person engages in a business activity in Kosovo
without first registering a business organization under the present Law for the
conduct of that activity, that person shall be deemed as a matter of Law to be
operating an unregistered personal business enterprise.Such a personal business enterprise, even
though unregistered, shall exist as a matter of Law and be subject to all
applicable requirements and provisions in the present Law and other Laws
governing or regulating a personal business enterprise; however, the concerned
person shall be subject to the administrative penalties established pursuant to
paragraphs 3 and 4 of Article 3 of this Law for failing to register such
personal business enterprise.

4.5 Except as provided in paragraph 6 of this Article, if a
person, a business organization or any other type of organization cooperates
with another person, business organization or any other type of organization in
the conduct of any business activity in Kosovo but such person(s) and/or
organization(s) fail to formally establish and register a partnership or legal
person for the conduct of such business activity, the concerned persons and/or
organizations shall be deemed as a matter of Law to be operating an
unregistered general partnership.Such a
general partnership, even though unregistered, shall exist as a matter of Law
and be subject to all applicable requirements and provisions in the present Law
and other Laws governing or regulating a general partnership. In such case, the
concerned persons and/or organizations shall be subject to the administrative
penalties established pursuant to paragraphs 3 and 4 of Article 3 of this Law
for failing to register such general partnership.

4.6 An agreement providing for cooperation between or among
two or morebusiness organizations that
are already registered shall not give rise to a registration obligation under
paragraph 5 of Article 4 of this Law.

Article 5

Permitted Purposes

5.1 A business organization may be established and
registered for any Lawful purpose and may engage in any Lawful activity.

5.2 Any person, organization, or group composed of one or
more persons and/or one or more organizations may establish and register a
business organization.

5.3 The general rule of paragraph 1 of this Article shall
not impair the operation of any requirement imposed by another primary
normative act that requires the use of a specific type of business organization
for the conduct of certain business activities.

5.4If a business
organization is established and registered for the conduct of an activity that
is subject to a license or permit requirement established by another primary
normative act, the registration of such business organization shall not
constitute or be interpreted as constituting any kind of authorization for such
business organization to engage in such activity. It shall be the sole
responsibility of the business organization, after registration, to identify, apply for and obtain any and all
required permits and licenses from the responsible public authority before
engaging in the concerned activity.

5.5 No public authority shall have any authority to issue,
and shall not issue, any license, permit or other authorization granting or
purporting to grant any person or organization the right to engage in any business
activity anywhere in Kosovo unless such person or organization provides
evidence to such public authority that such person or organization:

a) fulfills all established legal criteria specifically
required to obtain the concerned license, permit or authorization, and

b) is registered with the Registry, or is exempt from registration under paragraph 2 of Article 3 of
this Law and is clearly and specifically authorized to conduct the concerned
business activity by another primary normative act.

PART II

THE REGISTRY AND
REGISTRATION

Chapter 1

The Registry

Article 6

Establishment of the
Registry

The Kosovo Registry of Business Organizations and Trade
Names is hereby established as an agency within the Ministry of Trade and
Industry.

Article 7

Functions of the
Registry

7.1 The Registry is required to register business
organizations and foreign business organizations in accordance with the
provisions and requirements of the present Law.The Registry shall also have the authority and responsibility to perform
any other functions that are specifically and explicitly assigned to it by the
present Law.

7.2 The Registry shall establish and promulgate reasonable
forms and procedures that will facilitate the routine, rapid and uneventful
registration and dissolution of such business organizations in accordance with
the provisions of the present Law.

7.3 All such forms and procedures shall be in strict
accordance with the present Law and shall not establish any requirements not
specifically and explicitly imposed by the present Law.

7.4In particular,
the Registry shall have the authority and responsibility to establish and
promulgate reasonable forms and procedures for the purpose of facilitating the
Registry's ability to smoothly and efficiently implement the provisions of the
present Law relating to:

a) the registration of the trade name or trade names that a
business organization intends to use in the conduct of one or more of its
business activities;

b) the registration of the documents that a personal business
enterprise, partnership or company is required or permitted to register by the
present Law;

c) the handling and review of an application for the
registration of such a trade name or document;

d) the issuance of a certificate of registration for everybusiness organization, trade name or document
registered the Registry, which certificate shall constitute conclusive evidence
that such business organization, trade name or document has been Lawfully
registered with the Registry;and

e. the performance of any other function that is
specifically and explicitly assigned to the Registry by the present Law.

7.5 All such forms shall be published and available free of
charge on the internet and at the Registry.

Article 8

The Head of the
Registry

8.1 The head of the Registry shall be a senior civil servant
who shall be known as the "Director of the Registry of Business Organizations
and Trade Names." The appointment and removal of the Head of the Registry shall
be done in accordance with the normally applicable rules and procedures
governing the appointment and removal of senior civil servants.

8.2The Head of the
Registry shall:

a) have a university degree;

b) have a minimum of five years of relevant professional
experience in Law or public administration;

c) perform his/her duties in a professional manner that
strictly complies with the requirements of the present Law and other applicable
legal requirements;

d) perform his duties on a full-time basis; and

e) shall not engage in any other employment or occupation,
either as an employee or consultant, while serving as the Head of the Registry.

Article 9

Prohibition on Illicit
Influence

No person shall attempt to exert, directly or indirectly,
any political or illicit influence over the Head of the Registry or any person
employed at or engaged by the Registry with respect to the conduct of his/her
official duties.The Head of the
Registry and all persons employed or engaged at Registry are strictly
prohibited from soliciting or permitting any such influence.

Article 10

Mandatory Public
Access to Records

10.1 All records, documents, filings, forms, rules and other
materials required under this Law submitted to the Registry or prepared by the
Registry relating to its operations or procedures or to any business
organization are, without exception, public documents. Notwithstanding the
foregoing, the Registry shall not allow public access to any personal
identification numbers or copies of personal identification documents that the
Registryuses to verify theidentity of persons submitting or named in
registration documents.

10.2 Except for the information and documents that pursuant
to paragraph 1 of this Article specifically requires to be withheld from public
access, the Registry is strictly required to make full and complete sets of all
such documents, records, filings, forms, rules and other materials readily and
routinely available to any person, upon such person's request or demand, for
review and copying in accordance with the Law on Access to Official
Documents.

10.3In order to
ensure that paragraph 2 of this Article is fully and routinely observed and
implemented, the Ministry shall ensure that the Registry is provided with and
maintains a secure, well-equipped and furnished public reading and copying room
where a complete set of all such records, documents, filings, forms, rules and
other materials are maintained in a rational, organized and easily accessible
manner.The Registry is strictly required
to grant access to such room during normal Government working hours to any
person who requests such access.

10.4The Registry
shall certify copies as "true copies" if a person so requests.The Registry may charge a minimal fee for use
by the public of the copying equipment in such room or the certification of a copy as a "true copy", but only if such fee is
provided for in the sub normative act promulgated by the Minister pursuant to
paragraph 1 of Article 12 of this Law.

10.5 If any person believes that the Registry, or any
official or employee working at the Registry, is failing to fully and routinely
observe and implement any requirement of this Article 10, such person shall
file a complaint with the Head of the Registry and the Minister. The Minister
shall have the authority and responsibility to investigate the alleged failure
and to cause the Head of the Registry to take any action required to correct
such failure.If, the alleged failure
has not been corrected within sixty (60) days from the filing of such
complaint, the person who filed that compliant may file a new complaint with
the Court.If the Court determines that
the original complaint was valid and that the failure was not corrected within
the specified sixty (60) day period, the Court shall issue an order (i)
permanently terminating the Head of the Registry and any other culpable person
at the Registry, (ii) requiring the body responsible for his/her appointment to
appoint a new Head of the Registry; and (iii) requiring the Minister to take
whatever action may be necessary to cause the Registry to correct such
failure.

Article 11

Publication
Requirements for Registered Companies

The Registry shall,
for each company registered with the Registry, publish on a publicly accessible
web site the following information or any change thereto within one month after
the registration of such company or any change to such information:

a) the name of the company;

b)the type of
company (limited liability or joint stock company);

c) the address of the company's registered office and the
name of the company'sregistered agent
at that address;

d) a brief description of the business purpose or purposes
of the company, which purposes may be described simply as "to engage inany Lawful business activity";

e) the name and address of each founder;

f) the names of the directors and authorized persons and, if
specified in the company's registration documents, any limitations on their
authority;

g) the duration of the company if it is not perpetual; and

h) the charter capital of the company.

Article 12

Registration Fees

12.1The Minister
shall develop, promulgate and publish a sub normative act containing a schedule
of reasonable fees that shall be charged in the Registry for the registration
and other services provided by the Registry.

12.2In
establishing such fees, the Minister shall ensure that they are set at minimum
levels that are not burdensome and do not create a material barrier to
registration or changes to the registration. Any such fee shall be based solely
on the type of document being submitted and shall not be based in any manner on
the value, turnover or capital of the relevant business organization.

12.3No person
employed or engaged at the Registry or the Ministry shall charge or solicit or
attempt to charge or solicit the payment of any amount except as specifically
provided for in the fee schedule promulgated by the Minister under paragraph 1
of this Article.

12.4All fees,
charges and payments of any description, received by the Registry or the
Ministry shall be "public money" as that term is defined in the Law on Public
Financial Management and Accountability.

12.5 The Treasury shall establish and implement a system and
rules governing the receipt and handling of public money received by the
Ministry and the Registry.

Article 13

Registration
Requirements

13.1The Registry
is strictly required to formally and officially register a document submitted
to the Registry if such document complies with the requirements established by
this Article and the other specifically applicable requirements of the present Law.

13.2No public
official or civil servant shall have any authority to alter, add to or diminish
the requirements established by the present Law.

13.3A document
submitted for registration shall contain all information specifically required
by the present Law.If the person(s) or
organization(s) seeking registration desire, such a document may also contain
other information.

13.4Every
business organization is under a continuing obligation to ensure that all
information set forth in its registered documents is accurate and in compliance
with the requirements of the present Law.

13.5A registrant
may submit registration documents to theRegistry in the Albanian, Serbian or English language. It is the
exclusive right of the registrant to determine which of these languages it
shall use. If the original of a document is in a language other thanthe three specified languages, such document
must be accompanied by a translation in one of the three specified languages.

13.6A name of a
business organization, or a trade name used by a business organization, should
be in compliance with Articles 28 and 29 of the Law on language use No.2006/L02-37
promulgated according to UNMIK Regulation No.2006/51.

13.7 Every document submitted for registration shall be
signed by an authorized person.For the
purposes of this Article an authorized person shall be:

a) for a company: (i) an officer of the company or an
officer of the Board of Directors; or (ii) by a founder of the company if the
document is being submitted in connection with the company's initial
registration ;

b) for a partnership: any of its general partners.If the concerned general partner is a
company, the authorized person shall be the company's authorized person as
specified in item "a" above;

c) for a personal business enterprise: the person who owns
the personal business enterprise; or

d) for a foreign business organization, a person authorized
under its internal governance documents and the Law of its place of
establishment to bind the foreign business organization.

13.8Notwithstanding paragraph 7 of this Article, if a business organization
has, pursuant to the Law on Bankruptcy or other primary normative act, been
officially placed under the administration of an administrator or has been put
into liquidation, the only "authorized person" shall be the administrator or
the liquidator.

13.9A person who is
an "authorized person" under paragraphs 7 or 8 of this Article, may - for the
purpose of submitting any information or documents to the Registry or
representing the concerned business organization at the Registry- designate any person to act on such
authorized person's behalf.Such a
designation shall be made in writing and signed and dated by the authorized
person.Such a designation shall be
valid for a period of 12 months unless earlier revoked in writing by the
authorized person.If presented with
such a written designation, or a written revocation of such a designation, the
Registry is required to officially accept such document and the designation
specified therein. The Registry shall make a copy of such written designation
and include such copy in the publicly accessible documents of the concerned business
organization.

13.10When an
authorized person signs a document for or on behalf of a business organization,
he/she shall clearly provide, under or next to his/her signature: (a) his/her
lawful name;(b) his/her title;(c) the capacity in which he/she is signing;
and (d) his/her personal or business address, which may be in Kosovo or outside
Kosovo.

13.11Every
document submitted for registration shall be accompanied by proof of payment of
the fee specified by the Minister in the sub normative act authorized by
paragraph 1 of Article 12.Such proof of
payment shall be in the form provided for by the Treasury under the system
established and implemented under paragraph 6 of Article 12 of this Law.

13.12The Ministry
shall ensure, as soon as practicable, that the Registry develops and implements
a system providing for: (a) the electronic submission of documents and (b) the
electronic issuance of registration certificates as well as notices and other
communications from the Registry.

13.13The Registry
may develop and make available to the public basic forms for documents that are
required or permitted to be registered by the present Law.Such forms shall not create or otherwise
impose any restrictions, limitations or requirements that are not specifically
and expressly established or authorized by the present Law.No specific forms shall be developed or
required for partnership agreements, company agreements, memoranda, byLaws or
resolutions or for any amendments thereto.

Article 14

Filing Duties of the
Registry

14.1The Registry
shall note the date and time of receipt on every document that is submitted for
registration and provide a receipt to the person submitting the documents on
request by such person..

14.2If a document
received by the Registry satisfies the requirements of the present Law, the
Registry shall formally and officially register such document within ten (10)
calendar days following the day of receipt.This time line shall be extended to sixty (60) calendar days in respect
of the documents filed during the transitional period in Article 232 of this Law.

14.3When the
Registry registers a document it shall record the exact date of such
registration.Immediately after
registering a document, the Registry shall deliver to the business organization
or its officially designated representativea copy of the document with a
written acknowledgement indicating the date and time of registration. If the
registration of such document requires the Registry to issue a new certificate
of registration, then the Registry shall also provide such new certificate
signed by the Head of the Registry or an official of the Registry who has been
properly authorized to sign on the Head of the Registry's behalf.

14.4If the
Registry determines that a document submitted for registration does not meet
one or more requirements of the present Law and therefore cannot be registered,
the Registry shall, within ten (10) calendar days following the day it received
such document, return such document to the business organization or its
officially designated representative.In
such case the Registry shall at the same time provide a detailed written explanation of the reason(s) for
the decision by the Registry not to register the document.Such written explanation shall contain
references to the specific provisions of the present Law that the document
failed to comply with.The Registry
shall maintain in its records written evidence of the delivery of these items
to the business organization or its officially designated representative.

14.5If the
Registry does not, within ten (10) calendar days of receipt, either register or
return a document in accordance with either paragraph 2 or 3 of this Article,
the document shall be conclusively deemed, as a matter of Law, to have been
formally and officially registered by the Registry as of midnight on the tenth
(10th) calendar day following the day of receipt by the
Registry.The business organization to
which such a registration document relates shall have the right to demand and
receive, immediately upon expiration of the referenced ten (10) day period, the
documents referred to in paragraph 2 of this Article.In such event, the Registry is required to
immediately issue such documents.

14.6If the
Registry identifies any deficiencies in a document that has officially been
registered, whether under paragraph 2 or 4 of this Article, the Registry shall
notify the concerned business organization in
writing of the precise nature of those deficiencies and the provisions of
the present Law that the document does not comply with.The business organization shall then have
twenty (20) full calendar days after receipt of such notice to submit to the
Registry any amendments or modifications that are required to correct such
deficiencies.No administrative or other
penalties or punitive action shall be taken or imposed by the Registry on the
business organization until such twenty (20) calendar day period has expired and
the business organization has failed to submit such amendments or
modifications.

Article 15

Administrative Nature
of Registration

15.1 The registration of a document by the Registry is a
formal, informational, perfunctory administrative act only. The Registry shall
not verify information contained in any registration document. The person
signing such document shall be responsible under the applicable Law for the
accuracy of the information set forth therein.

15.2The
registration of, or any other act taken by the Registry with respect to, a
document submitted for registration shall not constitute, and shall not be
interpreted as constituting, any type of legal determination or
presumption:

a) that the concerned document or any part thereof is valid
or invalid; or

b) that any information contained therein is accurate or
inaccurate.

Article 16

Correction of Errors

16.1 The Registry may correct its own errors at any time. In
such event, the Registry shall:

a) include a note in the concerned file that indicates the
nature of the correction, the date and time of the correction, and the reasons
for the correction; and

b) Immediately deliver a copy
of the above note to the concerned business organization.

16.2 A business organization may correct its own errors at
any time by submitting an appropriate application to the Registry.

Article 17

Review of Disputed
Matters

17.1Any affected
person or organization who in good faith believes that an act, failure to act,
requirement or decision of the Registry is inconsistent with or not authorized
by the present Law, such person or organization may submit a written request to
the Head of the Registry requesting him to review the matter.

17.2Within twenty
(20) calendar days after receiving such a request, the Head of the Registry
shall: (i) review the concerned matter, (ii) take all necessary measures
required to correct the matter, and (iii) provide a written decision to the
concerned person or organization.

17.3 If, after receiving the Head of the Registry's decision
or the expiration of the afore-mentioned twenty (20) calendar day period,
whichever occurs earlier, the concerned person or organization may file a
complaint with the office of administrative complaints within the Ministry.
Such office must provide the concerned person or organization with a written
decision on such complaint within twenty (20) calendar days after receiving
such complaint.

17.4 If, after receiving the decision of the Ministry's
office of administrative complaints or the expiration of the
afore-mentionedtwenty (20) calendar day
period, whichever occurs earlier, the concerned person or organization may file
a complaint with the Court requesting the Court to review the matter.If such a complaint is filed with the Court
in accordance with this Section 17, the Court shall review and decide the
matter.

17.5In particular,
the Court shall have the authority to invalidate or uphold, in whole or in
part, a decision, act or requirement of the Head of the Registry or the Registry.The Court shall also have the authority to
issue an order requiring the Head of the Registry and/or the Registry to take
whatever action the Court deems necessary and appropriate to remedy the matter.If the Head of the Registry fails to comply
with such an order, the Court (i) may issue, and shall have the authority to
issue,an order removing the Head of the
Registry from that position, and/or (ii) may impose any other penalty provided
for under any other primary normative act for failure to comply with a court
order.

Article 18

Maintenance of Records

18.1The Registry
shall maintain all of its records and documents, including documents received
or registered, in perpetuity.

18.2The Registry
shall maintain electronic copies of all of its records in a secure computer
database.Once a day, the Registry shall
make two backup copies of its computer database. One such copy shall be
maintained at the Registry for a minimum of twenty (20) days. The other copy
shall be delivered to the Ministry, which shall ensure its storage in a secure
electronic data-base that is not accessible from any other location which shall
be in a different building than the building housing the Registry.

Article 19

Storage of Paper
Records and

Documents

The Registry shall maintain the original paper copies of its
records for at least five (5) years.Paper records that are more than five (5) years old shall not be
destroyed, but shall be transferred to "the Archive of Kosovo".

Article 20

Sharing of Records,
Documents and Information

The Director may enter into cooperative agreements with any
public authority or any business organization or person for the joint
collection, storage, retrieval, and dissemination of records and information.
Such agreements shall be without prejudice to the privacy rights of any person
or organization established by any primary normative act.

Chapter 2

Name and Reservation
of Name

Article 21

Name of a Business
Organization

21.1 A name that is sought to be registered by or for a business
organization must be reasonably distinguishable from any name previously
registered by another business organization, unless:

a) the business organization that previously registered the
name (i) consents in writing to its registration and use by the other business
organization and (ii) submits for registration to the Registry a "change of
name" form that legally changes its name to another name that is
distinguishable from that name and any other name previously registered by
another business organization;

b) the business organization seeking to register the name
submits to the Registry a certified copy of the final and unappealable judgment
of a court establishing its right to use the name; or

c) the business organization seeking to register the name
submits to the Registry a certified copy of an agreement with the business
organization that previously registered the name, if such agreement explicitly
authorizes the former to use the name.

21.2The name of a
personal business enterprise must include the words "personal business
enterprise" or "PBE" The name of a general partnership must include the words
"general partnership" or "GP".The name
of a limited partnership must include the words "limited partnership" or "LP"
The name of a limited liability company must include the words "limited
liability company" or "LLC".The name of
a joint stock company must include the words "joint stock company" or
"JSC".Every such name or abbreviation
must be in any one of the Albanian, Serbian or English language or any other
official languages of Kosovo.The words
or abbreviations required by this Article 21.2 shall not be taken into account
when determining whether a name is reasonably distinguishable from another name
that has previously been registered. Words and abbreviations used above should
be included at the end of the name of the business organization.

21.3A business
organization may use a name previously registered by another business
organization if it submits documentation demonstrating that it has (i) merged
with the other business organization, (ii) has been formed by a reorganization
of the other business organization; or (iii) has acquired by agreement or the
operation of Law the right to use the name.

21.4No person or
business organization may use or register a name that is (i) unLawful or
misleading or (ii) Lawfully owned or controlled by another person or business
organization unless such other person or business organization has provided
their express written permission .

21.5Nothing in
the present Law shall be interpreted as permitting a person or business
organization to register or use a name if that name constitutes - or is
confusingly similar to - a trademark that is Lawfully owned or controlled by
another person or organization, unless such other person or organization
expressly authorizes such registration and use in writing.Any issues arising in connection with an
attempt to register or use a name that is alleged to constitute - or be
confusingly similar to - a trademark shall be resolved in accordance with the Law
in Kosovo governing the ownership and use of trademarks.

Article 22

Reservation of Trade
Name

22.1A person or
business organization that intends to use a trade name within the next 180 days
may, if such trade name has not already been reserved or registered, reserve
the exclusive use of such trade name by delivering a trade name reservation
application to the Registry. The application must set forth the name and
address of the applicant and the trade name to be reserved.

22.2Upon receipt of
such application, the Registry shall review its records and, if such trade name
has not already been reserved or registered, the Registry shall reserve the
trade name for the applicant's exclusive use for a non-renewable 180-day
period.

22.3A reserved
trade name may be transferred by the person or business organization that has
reserved the trade name to another person or business organization by
delivering to the Registry a signed notice of the transfer that states the name
and address of the transferee.

Chapter 3

Registered Office and
Agent

Article 23

Registered Office and
Registered Agent

23.1Every
business organization shall be required to specify in its registration
documents both of the following:

a) the location of its registered office, which must be
physical premises in Kosovo having a clearly specified address and which may
not be a post office box; and

b) the name of its registered agent, whichshall be (i) a person having his/her
principal residence or principal place of work at the registered office, or
(ii) abusiness organization having its
principal place of business at the registered office;

23.2The address
of a business organization's registered office and the name and address of its
registered agent shall be clearly specified in a business organization's
registration documents.

23.3Every
business organization shall have a continuing and strict obligation to ensure
that (i) a registration documentis
updatedwithin ten (10) calendar days of
an event affecting its accuracy, and (ii) the person or business organization
named as its registered agent is routinely available at the physical premises
identified as its registered office.

Article 24

Service on or Delivery
to a Business Organization

24.1The
registered agent of a business organization shall be the Lawful agent of the
business organization for the receipt of any service of process, notice, or
demand that a public authority, a person or an organization is required or
permitted by Law to deliver to the business organization.

24.2If any such
service of process, notice or demand is delivered to a business organization's
registered agent, such delivery shall constitute, as a matter of Law, service
on or delivery to the business organization.

24.3If delivery
to the registered agent is not possible or reasonably practicable, such
delivery may be effected by delivery to any general partner, manager, director
or officer of the business organization.

24.4If delivery under
paragraph 2 or 3 of this Article is not possible or reasonably practicable,
such delivery may be effected by delivery to any of the business organization's
offices or other known places of business activity, including the physical
premises specified in its registration documents as its registered office.

24.5Delivery
shall be deemed to have been effected on the earlier of (i) the date of actual
receipt or (ii) if delivery is effected through the use of the public postal
authority, five (5) business days after its deposit with such authority, as
evidenced by the official postmark, if the item is correctly addressed and the
postage fully paid at the time of deposit.

Article 25

Change of Registered
Agent or Office

25.1If a business
organization desires or is required to change the name of the person designated
as its registered agent, it shall deliver to the Registry a notice, signed by
an authorized person, that sets forth (i) the name of the business organization
and its registration number, and (ii) the name of its new registered
agent.The business organization shall
also deliver to the Registry a document, signed by the new registered agent,
clearly expressing his/her/its consent to serve in such capacity.The requirements of paragraph 1, point b of Article
23 of the present Law shall apply to the new registered agent.

25.2If a business
organization desires or is required to change the location of its registered
office, it shall deliver to the Registry a notice, signed by an authorized
person, that sets forth (i) the name of the business organization and its
registration number, and (ii) the address in Kosovo of its new registered
office.The requirements of point (a),
paragraph 1 of Article 23 of the present Law shall apply to the new registered
office.

25.3Upon
registration by the Registry, a notice under paragraphs 1 and 2 of this Article
shall constitute an amendment to the relevant aspects of the business
organization's registration documents, including the registration documents
specifically mentioned in paragraph 2 of Article 23 of this Law.

Article 26

Resignation of
Registered Agent

26.1A registered
agent may resign by first delivering a "notice of intent to resign" to an
authorized person of the concerned business organization advising the business
organization (i) of the registered agent's intention to resign, (ii) whether
and how such resignation will affect the registered office of the business
organization, (iii) that the business organization must designate a new
registered agentand - if applicable - a
new registered office,and (iv) that the
business organization must deliver to the Registry the notice(s) required by Article
25 of the present Law.

26.2After ten
(10) calendar days have passed since the delivery of the notice of intent to
resign, the registered agent shall file a "notice of resignation" with the
Registry.Such notice shall indicate
whether and how the resignation will affect the registered office of the
business organization.The registered
agent shall attach to such notice the notice of intent to resign previously
delivered to an authorized person of the business organization.

26.3The
resignation of the registered agent (and, if applicable, the termination of the
status of the registered office) shall become effective upon the delivery to
the Registry of the notice required by paragraph 2 of this Article. The
Registry shall immediately register and file that notice in the business
organization's registered documents and send a copy
to an authorized person of the business organization.If necessary, the Registry shall also
immediately deliver to an authorized person of the business organization a
demand for the notice(s) required by Article 25 of the present Law.

Chapter 4

Mandatory Information
to be Provided to Third Parties

Article 26A

Mandatory Information
that Must be Provided to Third Parties

26A.1 All written correspondence from a company or limited
partnership to a third party (including, inter alia, letters, notifications,
offers, invoices and receipts) and all publicly accessible web sites maintained
by a company or a limited partnership shall clearly provide the following
information:

a)the
type of the business organization;

b)the
full name of the business organization;

c)if
the business organization is in the process of being liquidated, dissolved or
wound up, a clear statement indicating this fact;

d)a
clear reference indicating that the business organization is registered in the
Registry; and

e)the
business organization's registration number.

26A.2Where a
business organization makes any reference in any formal document or
correspondence regarding the capital of the business organization, that
reference shall include a clear and accurate indication regarding the amount of
the capital of the business organization that has actually been paid in.

Chapter 5

Registration of a
Personal Business Enterprise

Article 27

Registration of a
Personal Business Enterprise

27.1To register a
personal business enterprise, the owner shall sign and submit to the Registry a
form containing the following information:

a) the official name of the personal business
enterprise,which must (i) be, or
include as principal element, the true and Lawful surname of the owner, and
(ii) include at the end the abbreviation "P.B.E." or its equivalent in one of
the languages specified in paragraph 5 of Article 13 of this Law;

b) the address in Kosovo at which the personal business
enterprise will have its principal place of business;

c) the full name and residential address in Kosovo of the
owner of the personal business enterprise.

d) the address of the personal business enterprise's
registered office in Kosovo and the name of the personal business enterprise's
registered agent at that address;

e) the business purpose of the personal business enterprise,
which may be described as "any Lawful business purpose",

f) the latest date,
if any, on which the personal business enterprise is to dissolve;

g) any other information about the personal business enterprise
that the owner desires to provide; and

h) a statement affirming that the person filing and signing
such form is the owner of the personal business enterprise.

27.2If the
registered agent specified in the form is not the owner, the owner must attach
to the form the written consent of the registered agent indicating the
registered agent's consent to serve in such capacity.Such written consent must be signed by the
registered agent.If the registered
agent is a business organization, it must be signed an authorized person of
such business organization.

Article 28

Amendments to the
Registration Information of a Personal Business Enterprise

28.1If there is
any change in any information that has been provided to the Registry in
connection with the registration of a "personal business enterprise," or if the
owner desires to change any such information, the owner shall amend the
informationby signing and submitting to
the Registry a "notice of amendment" which must:

a) specify the official name of the personal business
enterprise and its registration number;

b) set forth the text of each amendment or attach an amended
version of the form required by paragraph 1 of Article 27 of this Law; and

c) include a statement affirming that the person signing
such notice is the owner of the personal business enterprise.

28.2If the notice
of amendment involves a change in the name of the registered agent of the
personal business enterprise, and the new registered agent is not the owner,
the owner must attach the written consent of the new registered agent
indicating the new registered agent's consent to serve in such capacity.Such written consent must be signed by the
registered agent.If the registered
agent is a business organization, it must be signed an authorized person of
such business organization.

28.3The amendment
shall become effective upon submission of the notice and, if required, the
attachment described in paragraph 2 of this Article.

Chapter 6

Registration of a
General Partnership

Article 29

Registration of a
General Partnership

29.1To register a
general partnership, a general partner - or an authorized person of a general
partner - shall sign and submit to the Registry a "general partnership
memorandum" providing the following information:

a) the official name of the general partnership, which must:

(i) include the name of at least one general partner;
provided that: (A) if a general partner is a natural person and his/her name is
used, the Lawful surname of such person shall be used; and (B) if a general
partner is a business organization and its name is used, its full official name
shall be used;

(ii) if the name of any other general partner(s) is/are not
part of the official name, include an indication (such as "and partner" or "and
partners") that refers to the existence of such partner(s); and

(iii) include at the end the abbreviation "G.P" or its
equivalent in one of the languages specified in paragraph 5, Article 13 of this
Law;

b) the address in Kosovo at which the general partnership
will have its principal place of business;

c) the address of the general partnership's registered
office in Kosovo and the name of the general partnership's registered agent at
that address;

d) the business purpose of the general partnership, which
may be described as "any Lawful business purpose";

e) the name and address of each general partner. If a
general partner is a natural person,his/her full name and the address of his/her permanent place of
residence, which may be in Kosovo or outside Kosovo, shall be provided; if a
general partner is a Kosovo business organization, its official name and the
address of its registered office in Kosovo shall be provided; if a general
partner is a foreign business organization, its official name and the address
of its principal place of business outside Kosovo shall be provided;

f) a written statement, signed by each general partner who
is a natural person and by the authorized person of each general partner that
is a business organization,confirming
their agreement to be named in the memorandum as general partners.

g) the latest date, if any, on which the generalpartnership is to dissolve; and

h) a statement affirming that the person signing and
submitting such memorandum (i) is a general partner or an "authorized person"
of a general partner and (ii) that such person has the authority to sign and
submit such memorandum to the Registry.

29.2The person
signing and submitting the memorandum must attach the written consent of the
registered agent indicating the registered agent's consent to serve in such
capacity.Such written consent must be
signed by the registered agent.If the
registered agent is a business organization, it must be signed an authorized
person of such business organization.

Article 30

Amendments to the
General Partnership Memorandum

30.1If there is any
change in any information that has been provided to the Registry in connection
with the registration of a general partnership, or if the general partners
desire to change any such information, the general partners shall duly adopt a
resolution authorizing an amendment to the memorandum. The resolution shall
also instruct an authorized person to immediately sign and submit to the
Registry a "notice of amendment", which shall:

a) specify the official name of the partnership and its
registration number,

b) set forth the text of each amendment;

c) specify the date of adoption of each amendment by the
general partners;

d)include a
statement certifying that the amendment was duly approved by the general
partners in a manner that is consistent with (i) the present Law and (ii) the
general partnership agreement, if any; and

e) include a statement affirming that the person signing and
submitting such notice (i) is a general partner or an "authorized person" of a
general partner and (ii) that such person has been duly authorized to sign and
submit such notice to the Registry.

30.2The person
signing and submitting the notice of amendment shall attach to the notice: (i) a copy of the resolution and (ii) the full text of
the general partnership memorandum as amended.

30.3If the
amendment involves a change in the name of the registered agent of the general
partnership, the person signing and submitting the notice of amendment must
attach the written consent of the new registered agent indicating the new
registered agent's consent to serve in such capacity.Such written consent must be signed by the
registered agent.If the registered
agent is a business organization, it must be signed an authorized person of
such business organization.

30.4The amendment
shall become effective upon the submission of the notice and all required
attachments.

Chapter 7

Registration and
Establishment of a Limited Partnership

Article 31

Registration and
Establishment of a Limited Partnership

31.1To register a
limited partnership, a general partner - or an authorized person of a general
partner - shall sign and submit to the Registry a "limited partnership
memorandum" providing the following information:

a) the official name of the limited partnership, which must:

(i) include the name of a general partner; provided that:
(A) if a general partner is a natural person and his/her name is used, the Lawful
surname of such person shall be used; and (B) if a general partner is a
business organization and its name is used, its full official name shall be
used;

(ii) include an indication (such as "and partner" or "and
partners") indicating the existence of other partner(s) whose name(s) do not
appear in the official name ; and

(iii) include, at the end, the abbreviation "L.P" or its
equivalent in one of the languages specified in paragraph 5 of Article 13 of
this Law;

b) the address in Kosovo at which the limited partnership
will have its principal place of business;

c) the address of the limited partnership's registered
office in Kosovo and the name of the limited partnership's registered agent at
that address,

d) the business purpose of the limited partnership, which
may be described as any Lawful business purpose,

e) the name and address of the general partner of the
limited partnership or, if the limited partnership has more than one general
partner, the name and address of each general partner.If a general partner is a natural
person,his/her full name and the
address of his/her permanent place of residence, which may be in Kosovo or
outside Kosovo, shall be provided; if a general partner is a Kosovo business
organization, its official name and the address of its registered office in Kosovo
shall be provided; if a general partner is a foreign business organization, its
official name and the address of its principal place of business outside Kosovo
shall be provided;

f) a written statement, signed by each general partner who
is a natural person and by the authorized person of each general partner that
is a business organization,confirming
their agreement to be named in the memorandum as general partners.

g) the latest date, if any, on which
the limited partnership is to dissolve; and

h) a statement affirming that the person signing and
submitting such memorandum (i) is a general partner or an "authorized person"
of a general partner and (ii) that such person has the authority to sign and
submit such memorandum to the Registry.

31.2 The person signing and submitting the memorandum must
attach the written consent of the registered agent indicating the registered
agent's consent to serve in such capacity.Such written consent must be signed by the registered agent.If the registered agent is a business
organization, it must be signed an authorized person of such business
organization.

31.3The person
signing and submitting the memorandum must also attach a
copy of the limited partnership agreement required by Article
68 of this Law signed by all of its original partners.It is specifically provided, however, that
(i) the requirement of this paragraph is for public information purposes only,
(ii) the Registry shall have no authority to review a limited partnership
agreement for legal or formal sufficiency, (iii) the Registry shall have no
authority to refuse to register a limited partnership for any reason that
relates to the form, content or terms of the limited partnership agreement, and
(iv) registration of a limited partnership agreement does not signify or imply
that such agreement, or any provision thereof, complies with the memorandum or
the requirements of the present Law.

Article 32

Amendments to the
Limited Partnership Memorandum or Agreement

32.1If there is
any change in any of the information contained in a registered limited
partnership memorandum, or if the partners desire to change any such
information or any provision in a registered limited partnership agreement, the
partners shall first duly adopt a resolution authorizing an amendment to such
memorandum and/or agreement.Such
resolution shall also instruct an authorized person to sign and submit to the
Registry a notice setting forth:

a) the official name of the limited partnership and its
registration number;

b) the text of each amendment adopted;

c) the date of adoption of each amendment by the partners;

d) a statement certifying that the amendment was duly
approved by the partners in a manner that is consistent with (i) the present Law,
(ii) the limited partnership memorandum, and (ii) the limited partnership
agreement; and

e) a statement affirming that the person signing and
submitting such notice is an "authorized person" as defined in the present Law
and that such person has been duly authorized to sign and submit such notice to
the Registry.

32.2The person
signing and submitting the notice shall attach thereto: (i) a copy of the resolution and (ii) the full text of
the concerned document as amended, which need not be signed by the partners.

32.3The amendment shall become effective upon the
submission of the notice and the required attachments thereto.

Chapter 8

Registration and
Establishment of a Limited Liability Company

Article 33

Registration and
Establishment of a Limited Liability Company

33.1To register
and establish a limited liability company, a founder shall sign and submit to
the Registry the charter of the limited liability company, which must contain
the following information:

a) the official name of the company, which must include at
the end the abbreviation "LLC" or its equivalent in one of the languages
specified in paragraph 5 of Article 13 of this Law;

b) the address in Kosovo at which the companywill have its principal place of business;

c) the address of the company's registered office and the
name of the company's registered agent at that address,

d) the business purpose of the company, which may be
described as "any Lawful business purpose",

e) the name and address of each founder of the company; if a
founder is a natural person,his/her
full name and the address of his/her permanent place of residence, which may be
in Kosovo or outside Kosovo, shall be provided,if a founder is a Kosovo business organization, its official name and
the address of its registered office in Kosovo shall be provided; if a founder
is a foreign business organization, its official name and the address of its
principal place of business outside Kosovo shall be provided;

f) the number of persons who will serve as the company's
Directors, and the name and address of each of the persons who will serve as
the initial Directors of the company. If such a Director is resident in Kosovo,
the address of his/her residence in Kosovo shall be provided; if such a
Director is not resident in Kosovo, the address of his/her residence outside of
Kosovo shall be provided.

g) the latest date, if any, on which the company is to
dissolve;

h) the amount of the company's charter capital, which must
be at least 1,000 Euros;

i) the amount of the company's charter capital that has been
paid in at the time of the company's registration;

j) the amount (if any) of the company's charter capital that
has been subscribed but that has not been paid in at the time of the company's
registration;

k) the names and addresses of the
owners and their respective ownership interests; and

l. a statement affirming that the person signing and
submitting such charter is an "authorized person" as defined in the present Law
and that such person has the authority to sign and submit the charter to the
Registry.

33.2The person
signing and submitting the charter must attach the written consent of the
registered agent indicating the registered agent's consent to serve in such
capacity.Such written consent must be
signed by the registered agent.If the
registered agent is a business organization, it must be signed an authorized
person of such business organization.

33.3The person
signing and submitting the charter must also attach a
copy of the company agreement required by Article 86 signed
by the owners specified in the original charter.It is specifically provided, however, that
(i) the requirement of this Article is for public information purposes only,
(ii) the Registry shall have no authority to review a company agreement for legal
or formal sufficiency, (iii) the Registry shall have no authority to refuse to
register a limited liability company for any reason that relates to the form or
content of the ByLaws, and (iv) registration of a company agreement does not
signify or imply that such agreement, or any provision thereof, complies with
the charter or the requirements of the present Law.

Article 34

Amendments to the
Charter or Company Agreement

34.1If there is
any change in any of the information contained in a registered charter of a
limited liability company, or if the owners desire to change any such
information or any provision in a registered company agreement, the owners
having the right to vote thereon shall first duly adopt a resolution
authorizing an amendment to such charter and/or agreement.Such resolution shall also instruct an
authorized person to sign and submit to the Registry a notice setting forth:

a) the official name of the limited liability company and
its registration number,

b) the text of each amendment adopted;

c) the date of adoption of each amendment by the owners;

d) a statement certifying that the amendment was duly
approved by the owners in a manner that is consistent with (i) the present Law,
(ii) the charter and (ii) the ByLaws; and

e) a statement affirming that the person signing and
submitting such notice is an "authorized person" as defined in the present Law
and that such person has been duly authorized to sign and submit such notice to
the Registry.

34.2The person
signing and submitting the notice shall attach thereto: (i) a copy of the resolution and (ii) the text of the
concerned document as amended, which need not be signed by the owners.

34.3 The amendment shall become effective upon the
submission of the notice and the required attachments thereto.

Chapter 9

Registration and
Establishment of a Joint Stock Company

Article 35

Registration and
Establishment of a Joint Stock Company

35.1To register
and establish a joint stock company, a founder shall sign and submit to the
Registry the charter of the joint stock company, which must contain the
following information:

a) the official name of the company, which must include the
abbreviation "JSC" at the end or the equivalent in the Albanian, Serbian or
other official languages of Kosovo;

b) the address in Kosovo at which the companywill have its principal place of business;

c) the address of the company's registered office and the
name of the company's registered agent at that address;

d) the business purpose of the company, which may be
described as any Lawful business purpose;

e) the name and address of each founder of the company. If a
founder is a natural person,his/her
full name and the address of his/her permanent place of residence, which may be
in Kosovo or outside Kosovo, shall be provided; if a founder is a Kosovo
business organization, its official name and the address of its registered
office in Kosovo shall be provided; if a founder is a foreign business
organization, its official name and the address of its principal place of
business outside Kosovo shall be provided;

f) the number of members that will be on the company's Board
of Directors, and the name and address of each of the persons who will serve as
the initial Directors of the company. If such a Director is resident in Kosovo,
the address of his/her residence in Kosovo shall be provided; if such a
Director is not resident in Kosovo, the address of his/her residence outside of
Kosovo shall be provided.

g) for the company's common stock:

(i) the par value per share of the company's common stock;

(ii) the number of shares of common stock that will be
issued at the time of the company's registration; and

(iii) the maximum number of shares of common stock that the
company is authorized to issue;

h) if one or more classes of preferred stock are authorized,
a description of each such class setting forth:

(i) the par value per share of such class;

(ii) the dividend, liquidation, voting and other rights and
preferences of such class;

(iii) the number of shares of such class that will be issued
at the time of the company's registration; and

(iv) the maximum number of shares of such class that the
company is authorized to issue.

i) the amount of the company's charter capital, which must
be at least 25,000 Euros;

j)the amount of the
company's charter capital that has been paid in at the time of the company's
registration;

k) the amount (if any) of the company's charter capital that
has been subscribed but that has not been paid in at the time of the company's
registration and any deadline for payment of the same;

l) if applicable, (i) the number and type of any shares that
will be issued for non-monetary compensation at the time of the company's
registration, (ii) a description of the nature of such non-monetary
compensation and (iii) the name and address of any person or organization
providing such compensation;

m) the amount, or an estimate of the amount, of all costs
that are payable by the company or chargeable to it by reason of the work done
to accomplish its registration and establishment;

n) if applicable, a description of any special advantage
that has been granted to any person or organization that has taken part in the
work leading to its registration and establishment; and

o) a statement affirming that the person signing and
submitting such charter is an "authorized person" as defined in the present Law
and that such person has the authority to sign and submit the charter to the
Registry.

35.2In addition
to the mandatory requirements of paragraph 1 of this Article, the charter of a
joint stock company may also contain one or more provisions that:

a)provide the
shareholders with the exclusive power to make, amend and/or repeal the by-Laws
of the joint stock company;

b)provide the board
of directors with the power to decide when and whether the company will issue
stock that has been authorized but not yet issued;

c)provide the board
of directors, subject to the restrictions set forth in Article 164 of the
present Law, with the power to declare and pay dividends;

d) explicitly alters a specific requirement of the present Law
requiring a matter to be approved by a two-thirds (2/3) majority of the shares
entitled to vote thereon, if such charter provision specifies that the matter
must instead be approved by another percentage of such shares that is greater
than fifty percent (50%);

e) any other specific voting requirements; and

f) impose conditions or requirements on the content of the
company's by-Laws.

35.3The person
signing and submitting the charter must attach the written consent of the
registered agent indicating the registered agent's consent to serve in such
capacity.Such written consent must be
signed by the registered agent.If the
registered agent is a business organization, it must be signed an authorized
person of such business organization.

35.4The person
signing and submitting the charter must also attach a
copy of the company's by-Laws required by Article 138 of this
Law. It is specifically provided, however, that (i) the requirement of this
paragraph is for public information purposes only, (ii) the Registry shall have
no authority to review a company's by-Laws for legal or formal sufficiency,
(iii) the Registry shall have no authority to refuse to register a joint stock
company for any reason that relates to the form or content of its by-Laws, and
(iv) registration of such by-Laws does not signify or imply that such by-Laws,
or any provision thereof, comply with the charter or the requirements of the
present Law.

Article 36

Amendments to the
Charter or By-Laws

36.1If there is
any change in any of the information contained in a registered charter of a
joint stock company or if the shareholders desire to change any such
information, the shareholders having the right to vote thereon shall first duly
adopt a resolution authorizing an amendment to such charter.Such resolution shall also instruct an
authorized person to sign and submit to the Registry a notice complying with
paragraph 3 of this Article.

36.2If the shareholders
and/or the directors desire to change any provision in the registered by-Laws
of a joint stock company, the shareholders and/or directors having the right to
vote thereon shall first duly adopt a resolution authorizing an amendment to
such by-Laws. Such resolution shall also instruct an authorized person to sign
and submit to the Registry a notice complying with paragraph 3 of this Article.

36.3 The notice referred to in paragraphs 1 and 2 of this Article
shall set forth:

a) the official name of the joint stock company and its
registration number,

b) the text of each amendment adopted;

c) the date of adoption of each amendment;

d) a statement certifying that the amendment was duly
approved by the shareholders and/or directors entitled to vote thereon in a
manner that is consistent with (i) the present Law, (ii) the charter and (ii)
the by-Laws; and

e) a statement that the person signing and submitting such
notice is an "authorized person" as defined in the present Law and that such
person has been duly authorized to sign and submit such notice to the
Registry.

36.4The person
signing and submitting the notice shall attach thereto: (i) a copy of the resolution and (ii) the text of the
concerned document as amended.

36.5The amendment
shall become effective upon the submission of the notice and the required
attachments thereto.

Chapter 10

Registration of a
Foreign Business Organization

Article 37

Registration of
Foreign Business Organization

37.1A foreign
business organization, as defined in the present Law, may engage in business
activity in Kosovo to the same extent as a Kosovo business organization, but
only if it first registers with the Registry as a "Foreign Business
Organization" and complies with the requirements of this Article and the other
applicable provisions of the present Law.A foreign business organization shall be subject to the registration and
other requirements of this Article if it, or any agent, employee or
representative acting on its behalf, engages in any type of business activity
in Kosovo.

37.2As a limited
exception to paragraph 1 of this Article, a foreign business organization shall
not be required to register as a "Foreign Business Organization" if its
business activities are exclusively limited to:

a) exporting to Kosovo - from a territory outside Kosovo -
products or services that are imported into Kosovo by a consumer or purchaser
established or residing in Kosovo; and/or

b) submitting - from a territory outside Kosovo - to a
potential purchaser or consumer in Kosovo an offer to sell, provide or produce
goods, services or works.

37.3If a foreign
business organization is required by paragraph 1 of this Article to register
with the Registry, an authorized person shall sign and submit to the Registry a
"foreign business organization memorandum" providing the following information:

a) the official name of the foreign business organization
and any trade names under which it will conduct business activity in Kosovo;

b) the jurisdiction of its establishment; and a statement
that it has been established and continues to validly exist under the laws of
that jurisdiction. Such statement shall be supported by a document that has
been issued or provided by a competent authority of that jurisdiction, in accordance
with the normal and customary practice in that jurisdiction, evidencing the
foreign business organization's due establishment in that jurisdiction;such document shall be attached to the
memorandum;

c) the business purpose of the foreign business
organization, which may be described as "any Lawful business purpose",

d) the address of its registered office in Kosovo and the
name of its registered agent at that address;

e)the address in
Kosovo at which it will have its principal place of business in Kosovo;

f) the name and address, which may be in Kosovo or outside
Kosovo, of each of its principals, including - as may be applicable - any and
all general partners, senior managers, directors, and owners/shareholders
holding a five percent (5%) or greater direct ownership or voting interest in
the foreign business organization;

g) a statement that the foreign business organization agrees
to be subject to the provisions of Article 24 of the applicable Law in Kosovo
and that it submits to the jurisdiction of the courts of Kosovo for all
criminal and public administrativeclaims and actions arising out of or related to its activities in
Kosovo;

h) a statement that the foreign business organization shall
conduct all of its activities in Kosovo in accordance with the Law applicable
in Kosovo;

i) a statement that, as required by paragraph 7 of this Article
below, the foreign business organization agrees to maintain at the address
specified in "e" above or at its registered office, separate books and financial
and transactional records relating to all of its business activities in Kosovo;
and

j) any other information that the foreign business
organization desires to provide; and

k) a statement affirming that the person signing and
submitting such memorandum is an "authorized person" as defined in the present Law
and that such person has the authority to sign and submit such memorandum to
the Registry.

37.4Nothing in this
Article or in any document filed with the Registry shall be interpreted or
applied in any manner that impairs any right of a foreign business organization
created by a contract with any third party (i) to have such contract governed
by and interpreted in accordance with the Law of a foreign jurisdiction and/or
(ii) to have claims arising under such contract decided by a foreign court or
by arbitration conducted inside or outside Kosovo.

37.5Nothing in this
Article 37 or in any document fled with the Registry shall be interpreted or
applied in any manner that impairs a provision of a Law of Kosovo that
specifically grants a foreign business organization a right to have a claim or
action decided by a foreign court or by arbitration conducted inside or outside
Kosovo.

37.6Upon such
registration, all rights and obligations established by the applicable Law in
Kosovo that are generally available or applicable to Kosovo business
organizations shall also be available and applicable to a foreign business
organization.

37.7All foreign
business organizations conducting business activity in Kosovo shall maintain at
its principal place of business in Kosovo or at its registered agent, separate
books and financial and transactional records relating to all of its business
activities in Kosovo.

37.8 For the avoidance of doubt, a foreign business
organization that is registered in accordance with this Section 37 shall be
deemed to have established a branch in Kosovo. Such a branch shall not have any
legal identity or personality that is separate ordistinct from the foreign business
organization establishing it.

Article 38

Amendment to a Foreign
Business Organization Memorandum

38.1A Foreign
Business Organization may amend its Foreign Business Organization memorandum by
causing an authorized personto sign and
submit to the Registry a "notice of amendment" that sets forth all of the
following:

a) the name of the foreign business organization and its
registration number;

b) the text of each amendment;

c) the date each such amendment was duly adopted or
authorized;

d) a statement that each such amendment was adopted or
authorized in a manner that is consistent with its internal governance
documents and the Law of its jurisdiction of establishment; and

e) a statement affirming that the person signing and
submitting such notice is an "authorized person" as defined in the present Law
and that such person has the authority to sign and submit such notice to the
Registry.

38.2The person
signing and submitting such notice shall attach the text of the memorandum as
amended.

38.3The amendment
shall become effective upon submission of the notice and the required
attachments thereto.

Chapter 11

Registration of
Termination, Voluntary Dissolution and Merger

Article 39

Notice of Termination
of Existence Prior to Commencement of BusinessActivity

39.1The holders
of a majority of the voting rights in a limited partnership or company that has
not engaged in any business activity may terminate such business organization's
existence by duly adopting a written resolution that authorizes such termination.
Such resolution shall also instruct an authorized person to sign and submit to
the Registry a notice setting forth:

a) the name of the business organization and its
registration number,

b) the date of its registration,

c) a statement that the business organizationhas not engaged in any business activity;

d) a statement that no debt of the business organization
remains unpaid;

e) a statement that the net assets of the business
organization remaining after winding up have been distributed to its partners,
owners or shareholders, if partnership interests, ownership interests or shares
were acquired or issued;

f) a statement that the resolution terminating the business
organization's existence was duly adopted by holders of a majority of the voting
rights in a manner that is consistent with the present Law and the business
organization's charter or limited partnership agreement; and

g) a statement that the person signing such notice is an
"authorized person" as defined in the present Law and that such person has been
duly authorized and instructed to submit such notice to the Registry.

39.2The
authorized person shall attach to the notice a copy
of the resolution.

39.3 The business organization's existence shall terminate
upon the registration by the Registry of the notice required by paragraph 1 of
this Article.

Article 40

Notice of Voluntary
Dissolution; Revocation

40.1In order to
voluntarily dissolve a company, a "Notice of Voluntary Dissolution" shall be
submitted to the Registry in accordance with, as applicable, with paragraph 2
of Article 118 or paragraph 2 ofArticle
227 of the present Law.

40.2An authorized
person may revoke a Notice of Voluntary Dissolution within 120 days after such
notice has been filed.

40.3Such a revocation
must be authorized in the same manner in which the original notice was
authorized.

40.4In order to
effect such a revocation, an authorized person shall sign and submit to the
Registry a notice of revocation.The
notice of revocation shall set forth:

a) the name of the company and its registration number,

b) the effective date of the notice of voluntary liquidation
that is now being revoked;

c) the date that the revocation was authorized;

d) a statement (i) identifying the person or persons who
authorized the revocation and (ii) setting forth the legal authority and bases
for such persons to take such action; and

e) a statement that the person signing such notice is an
"authorized person" as defined in the present Law and that such person has been
duly authorized and instructed to submit such notice to the Registry.

40.5The
notice of revocation is effective on the date submitted to the Registry.

Article 41

Submission of Merger
Documents

41.1If two or
more companies desire to merge, each company shall submit to the Registry after
compliance with the procedures in Article 123 or 214 of this Law as relevant:

a) its plan of merger as provided for in, as applicable, Article
123 or 214 of the present Law; and

b) the charter of the company that shall survive or be
created by the merger.

41.2The merger
shall be effective at the date and time when such plans and such charter are
submitted to the Registry.

41.3Nothing in
this Article or the present Law shall be interpreted or applied in any manner
that alters or impairs any provision or requirement in any other primary
normative act restricting, prohibiting or regulating mergers.It is the legal responsibility of the
concerned companies to ensure that all such provisions and requirements have
been complied with prior to the submission to the Registry of the documents
required by paragraph 1 of this Article.

41.4The Registry
shall have no authority to refuse to register a merger on the basis of such
other provisions or requirements, unless the Registry is specifically ordered
in writing to refuse to register a merger by the Court or the competent public
authority having principal responsibility for the enforcement of such
provisions or requirements.

Chapter 12

Reports

Article 42

Annual Report to
Director

42.1Every
registered business organization shall cause an authorized person to submit to
the Registry an annual report that sets forth the following:

a) the name of the business organization and all trade names
under which it is operating in Kosovo;

b) the registration number of the business organization ;

c) the address of its registered office;

d) the name and address of its registered agent at that
address and - if the registered agent is new and the written consent of such
new registered agent has notalready
been submitted - the written consent of such new registered agent,

e) the address of the business organization's principal
place of business, if different from its registered office;

f) in the case of a personal business enterprise, the name
and address of the person who owns and operates that enterprise;

g) in the case of a general partnership,the names and addresses of all its general
partners;

h) in the case of a limited partnership, the names and
addresses of all its general and limited partners;

i) in the case of a limited liability company, the names and
addresses of (i) its board of directors and (ii) all its shareholders and (iii)
its authorized persons (and any restrictions on authorization); and

j) in the case of a
joint stock company, the names and addresses of: (i) its board of
directors(iii) all its shareholders and
(iii) its authorized persons (if different) and any restrictions on
authorization);

k) in the case of a foreign business organization:

(i) the names and addresses of its principals, including -
as may be applicable: (A) any and all general partners, senior managers and
directors, and (B) any owner, shareholder or limited partner holding a five
percent (5%) or greater direct ownership or voting interest in the foreign
business organization; and

(ii) the jurisdiction of its establishment; and a statement
that it has been established and continues to validly exist under the Laws of
that jurisdiction

l) the number (but no names) of persons employed by the
business organization as at the date of the annual report, provided that there
is no obligation on the business organization to update this information until
the date of the next annual report;

m)the date of the
report and a statement that all information contained therein is correct as of
that date; and

n) a statement that the person signing such notice is an
"authorized person" as defined in the present Law and that such person has been
duly authorized to submit such notice to the Registry.

42.2An annual
report must be prepared, dated and submitted to the Registry between January 1
and April 30 of each calendar year.

42.3No public
authority shall have any authority to add to, alter or diminish the annual
report requirements specified in paragraph 1 of this Article.

Article 43

Deficient Annual
Report or Failure to Submit Annual Report

43.1If a business
organization submits an annual report that does not contain all information
required by paragraph 1 Article 42 of this Law, or if a business organization
fails to timely submit an annual report in the period specified in paragraph 2
of Article 42, the Director shall promptly issue and deliver to the concerned
business organization, in accordance with Article 24 of this Law, a written
"Notice of Possible De-Registration" clearly informing the concerned business
organization of the following:

a) that if it is a personal business enterprise or general
partnership it will be deregistered if it does not submit an annual report or
correct the deficiencies in an annual report that has been submitted;

b) that, if it is deregistered, it will have tocease the conduct of business activities in
Kosovo and a note will be made in its file at the registry that it has been
deregistered;

c) if the notice relates to deficiencies in an annual report
that has already been submitted, the notice shall describe each such deficiency
and refer to the specific requirement of paragraph 1, Article 42 of this Law
that has not been complied with;

d) that it has sixty (60) days after receiving such notice
to submit the concerned annual report or correct the specified deficiencies;

e) if the concerned business organization is a company or limited
partnership, the notice shall clearly inform the business organization that,
the entity may beput into liquidation
under paragraph 1, Article 229 of the present Lawin due course and ultimately thiswill cause the termination of its existence
as a legal person.

43.2If a business
organization fails to timely or properly respond, within the specified sixty
(60) day period, to a notice that has been issued and delivered in accordance
with paragraph 1, Article 43 of this Law, the Head of the Registry shall
immediately issue and deliver to the business organization, in accordance with Article
24 of this Law, a "Notice of De-Registration" informing the business
organization of the following:

a) that it has been de-registered for failing to timely or
properly respond to the earlier"Notice
of Possible De-Registration;"

b) that it must immediately cease the conduct of business
activities in Kosovo;

c) if the concerned business organization is a company or a
limited partnership, the notice shall clearly inform the business organization
that, as a matter of Law it may be put into involuntary liquidation by any
creditor and will be put into such liquidation within 180 days of the notice of
deregistration

43.3The
de-registrationof the personal business
enterprise shall be effective immediately on the date the notice specified in
paragraph 2 of this Article is delivered.The concerned business organization shall be required to cease business
activity at midnight of that date.

43.4Immediately
after the Head of the Registry issues and delivers a Notice of De-Registration
to a business organization, the Head of the Registry shall (i) place a copy of the notice in the business organization's
file at the Registry and an indication that the Personal Business Enterprise or
General Partnership is "deregistered" on the public web site of the Registry
and (ii) ensure that a copy of that
notice is published - in the official languages - in at least two newspapers of
general circulation in Kosovo.The Head
of the Registry is required to ensure that this publication requirement is fulfilled
within five (5) calendar days after the issuance and delivery of the Notice of
De-Registration to the business organization in accordance with Article 24 of
this Law.

43.5If the
concerned business organization is a limited partnership or a company, it shall
- be wound up and liquidated in a judicial proceeding as provided in Articles
118 or 227 of this Law upon application to the court by any interested
party.After such de-registration notice
is served, a limited partnership or company shall only take actions that are
clearly necessary for the purpose of winding up its operations but it shall not
engage in any business activity. The company or limited partnership must
identify itself in all correspondence and communications with any third parties
as being "in liquidation".

43.6Any person
who, after the date of delivery of a Notice of De-Registration, causes the
concerned business organization to engage in business activity or who uses the
official name or a trade name of such business organization in any manner
related to the conduct of business activity, shall be (i) wholly personally
liable for all debts and obligations that arise out of such activity, and (ii)
subject to an administrative fine for such activity in an amount established by
the Minister in accordance with paragraph 4 of Article 3 of this Law.

43.7Any business
organization that is de-registered under this Article, shall have its
registration reinstated by the Registry if, within 180 days after the date of
de-registration, a previouslyauthorized
person (i) submits an application for reinstatement and all reports and other
submissions then due or overdue, and (ii) pays all fees and other amounts then
due or overdue and any reinstatement fee established by the Minister under paragraph
1, Article 12 of this Law.

43.8Upon
reinstatement, the business organization shall be deemed to have continued in
existence or to have maintained its status without interruption from the date
of de-registration.In such event, the
business organization shall be deemed to have ratified and assumed liability
for all debts and obligations that may have been incurred by it or in its name
by an authorized person during the period it was de-registered.However, any person who caused the concerned
business organization to engage in business activity during the period of
de-registration or who used the official name or a trade name of such business
organization in any manner related to the conduct of business activity shall
still be subject to the applicable administrative fine established by the
Minister under paragraph 4, Article 3 of this Law.

43.9Deregistration
shall not discharge or relieve the business organization of any liabilities to
third parties that it may have incurred prior to the notice of deregistration.

Chapter 13

Registration of Trade
Names

Article 44

Registration of Trade
Name Required

44.1Except as
provided in paragraph 2 of this Article, a business organization shall not
engage in business activity under any name other than its official name as set
forth in its registration with the Registry.

44.2A registered
business organization or foreign business organization, but not a personal
business enterprise, may use a trade name other than its official registered
name if the Registry authorizes the use of and registers such other trade name
in accordance with the provisions of this Chapter.

Article 45

Filing of Trade Name
Application

45.1If a
registered business organization other than a personal business enterprise
desires to engage in business activity using a trade name other than its
official name, such business organization shall submit to the Registry an
application for the registration of the concerned trade name. Such application
shall contain the following information:

a) the official name of the registered business organization
and its registration number; and

b) the trade name to be used;

c) a statement certifying that the submission of the
application was duly approved by the business organization in a manner that is
consistent with (i) the present Law, and (ii) the by Laws, partnership
agreement and/or other internal governance documents of the business
organization; and

d) a statement that the person signing and submitting such
notice is an "authorized person" as defined in the present Law and that such
person has been duly authorized to sign and submit such application to the
Registry.

45.2If the
application concerns a trade name that is currently registered or reserved by
another person or business organization, or a trademark that is Lawfully owned
or licensed to another person or organization, the application shall include as
an attachment the written consent of such person or organization.

Article 46

Certificate of
Registration of Trade Name

46.1Upon receipt
of an application made under Article 45 of this Law, the Registry shall issue a
Certificate of Trade Name Registration and deliver it to the applicant.The Registry may refuse to issue such a
certificate only if the Registry determines that the concerned trade name is
currently reserved or registered at the Registry by another person or business
organization that has not consented to its use by the applicant.

46.2Subject to
paragraph 3 of this Article, the issuance by the Registry of a Certificate of
Trade Name Registration is conclusive evidence that the trade name has been
registered with the Registry for the applicant's exclusive use, which shall be
effective as of the date of such certificate.

46.3The
registration of a trade name with the Registry shall not create any trademark
rights with respect to such trade name. If the Kosovo Office of Patents and
Trademarks or the Court determines that a trade name that has been registered
at the Registry infringes a trademark that is owned or Lawfully being used by
another person or organization, then the Registry shall - upon receiving formal
written notice of such determination - immediately revoke the concerned
Certificate of Trade Name Registration.

46.4A business
organization that has registered a trade name shall have a legal priority with
respect to the use of that name over all other non-registered or subsequently
registered users thereof.A business
organization may enforce this legal priority by filing a complaint with the
Court requesting the Court to issue an injunction ordering other users of the
trade name to cease such use.This legal
priority and the right to seek injunctive relief from the Court shall, however,
not apply against any owner or Lawful user of a trademark that the registered
trade name infringes.

Article 47

Duration and Renewal
of Trade Name Registration

47.1Registration
of a trade name shall be valid for an initial term of three (3) years from the
effective date of the Certificate of Registration for that trade name. The
registered user may renew such registration upon application to the Registry
for such a renewal.The application for
such a renewal shall provide the same information specified in paragraph 1,Article
45 of this Law and shall also note that the application is for the renewal of
an existing trade name registration.A
renewal shall be valid for a period of five (5) years.

47.2An
application for renewal may be filed no more than ninety (90) days prior to the
expiration of the then current registration. The submission of a renewal
application that complies with paragraph 1 of this Articleautomatically renews the registration for a
five year period that begins on the day after the following the expiration of
the prior registration.

47.3If the registration
of a trade name is due to expire in the next ninety (90) days, the Registry
shall immediately provide the concerned business organization with a written
notice that (i) notifies such business organization of such impending
expiration and (ii) notifies such business organization of its renewal rights
under this Article.

PART III

PERSONAL BUSINESS ENTERPRISE

Article 48

Unlimited Liability;
No Legal Personality

48.1A person
owning a personal business enterprise, whether registered or unregistered,
shall have unlimited personal liability for all debts and other obligations
incurred by, or imposed by Law or contract on, such personal business
enterprise. Such liability shall be unlimited and shall extend to all property
and assets of any description directly or indirectly owned by such person,
regardless as to whether such property/assets are used for business purposes or
for personal, household or family purposes.

48.2In any
judicial action, arbitration proceeding, bankruptcy proceeding, or in the
course of any post-judgment execution, no court or arbitral body shall have any
authority to limit or to attempt the liability of the person operating a
personal business enterprise.Without
reducing the general applicability of the foregoing prohibition, it is
specifically provided that no court or arbitral body shall have any authority
to protect or to attempt to protect from such liability any property or assets
of any description that are directly or indirectly owned by such person.

48.3As a limited
exception to paragraph 2 of this Article, a court or arbitral body may protect
assets or property from such liability only if, and only to the extent: (i) a
contract giving rise to the concerned liability specifically and explicitly
exempts such assets or property from such liability; (ii) the person or
organization holding or asserting the claim has agreed that such assets or
property are not subject to such claim, or (iii) a primary normative act on the
execution of judgments or on bankruptcy explicitly permits the court or
arbitral body to protect such property or assets from such liability.

48.4Property or
assets shall be considered to be indirectly owned by a person operating a
personal business enterprise if (i) such person has any significant ability to
control the use or disposition of such property or assets, and (ii) there are compelling reasons to conclude that another
person or organization has been formally named as the owner principally for the
purpose of attempting to protect such property or assets from exposure to the
liability of the person operating a personal business enterprise.

48.5A personal
business enterprise is not a legal person.Nevertheless, it may contract, hold property and sue or be sued in its
own name or in the name of its owner.

PART IV

GENERAL PARTNERSHIP

Article 49

Nature of a General Partnership

49.1A general
partnership is a business organization that comes into existence either (i)
through registration in accordance with the present Law or (ii) by the operation
of Law.In the latter case, a general
partnership shall exist, as a matter of Law, if two or more persons and/or
organizations cooperate in the conduct of business activity, whether or not
such cooperation is based on a written contract or an oral agreement or
understanding.

49.2If a general
partnership is created through registration, its general partners are those
persons and/or organizations specified as general partners in its general
partnership memorandum and its general partnership agreement, if any.

49.3If a general
partnership is created by operation of Law, the persons and/or organizations
that are cooperating in the conduct of business activity are its general
partners.

49.4A general
partnership is not a legal person.Nevertheless, it shall have the right to contract, hold property and sue
or be sued in its own name.

Article 50

Nature of a General
Partnership Interest

A general partner's interest in a general partnership: (i)
includes the right to share in its profits and distributions and the other
rights of a general partner stated in this Part IV, and (ii) carries the
obligations and liability of a general partner stated in this Part IV.

Article 51

Number of General
Partners

A general partnership may have two or any larger number of
persons and/or organizations, including business organizations, as its general
partners.

Article 52

Liability Principles

52.1Every general
partner is - and all general partners are - jointly and severally liable for
all debts and other obligations incurred by, or imposed by Law or contract on,
the general partnership.Such liability
is unlimited and shall extend to all property and assets of any description
directly or indirectly owned by a general partner, regardless as to whether
such property or asserts are used for business purposes or for personal,
household or family purposes.Every
general partner is also jointly and severally liable without limitation for
ensuring the compliance of the general partnership with its legal and
regulatory obligations under the Law applicable in Kosovo, including the
present Law

52.2A person or
organization that is admitted as a general partner into an existing general
partnership assumes joint and several liability for all debts and obligations
of the general partnership, including pre-existing liabilities, to the same
extent as all existing general partners.

52.3If an
agreement among the general partners contains any provisions that are contrary
to the rules established by paragraph 1 and 2 of this Article, such provisions
shall be ineffective against and shall not affect the rights of a third party
unless the third party specifically agrees otherwise.The agreement and such provisions shall,
however, be effective as between the general partners.

52.4In any
judicial action, arbitration proceeding, bankruptcy proceeding, or in the
course of any post-judgment execution, no court or arbitral body shall have any
authority to limit or to attempt to limit the liability of a general partner
for the debts and obligations of the general partnership. Without reducing the
general applicability of the foregoing prohibition, it is specifically provided
that no court or arbitral body shall have any authority to protect or to
attempt to protect from such liability any property or assets of any
description that are directly or indirectly owned by a general partner.

52.5As a limited
exception to paragraph 4 of this Article, a court or arbitral body may protect
assets or property from such liability only if, and only to the extent: (i) a
contract giving rise to the concerned liability specifically and explicitly
exempts such assets or property from such liability; (ii) the person or
organization holding or asserting the claim has agreed that such assets or
property are not subject to such claim, or (iii) a primary normative act on the
execution of judgments or on bankruptcy explicitly permits the court or
arbitral body to protect such property or assets from such liability.

52.6If a person
or organization is awarded a judgment against a general partnership, such
judgment shall bind and may be executed against (i) the assets and property
owned by the general partnership and/or (ii) the property and assets of any
and/or all general partners.

52.7Property or
assets shall be considered to be indirectly owned by a general partner if (i)
such general partner has any significant ability to control the use or
disposition of such property or assets, and
(ii) there are compelling reasons to conclude that another person or
organization has been formally named as the owner principally for the purpose
of attempting to protect such property or assets from exposure to the liability
of the general partner.

Article 53

Registration of Trade Names

A general partnership shall register with the Registry, in
accordance with Chapter 12 of Part II of the present Law, any trade name it
uses in the conduct of its business activity.

Article 54

Form of Contributions

A general partner's contribution to the general partnership
may be made (i) in the form of money, other valuable tangible or intangible
property, or labor or services already performed for the general partnership,
or (ii) in the form of a legally binding obligation to provide such money,
property, labor or services to the general partnership in the future.The value of contributions other than money
shall be determined by the general partners in accordance with any applicable
provisions of their general partnership agreement.

Article 55

General Partnership Agreement

55.1All of the
general partners of a general partnership may, but are not required to, enter
into a written general partnership agreement.A person or organization that is not a party to a general partnership
agreement, whether written or oral, shall not be bound by that agreement.

55.2Subject to
the exception specified in paragraph 3 of thisArticle, the general partners of a general partnership agreement may, in
their general partnership agreement, add to or alter any of the provisions set
forth in this Part that govern relations among the general partners.In the event of a conflict between any such
provision of this Part and a provision of the general partnership agreement,
the provision of the general partnership agreement shall prevail.

55.3No provision
of a general partnership agreement may (i) eliminate or reduce the rights and
duties specified by Article 60 of the present Law, or (ii) restrict or impair,
in any manner, the rights of a creditor or other third party against the
general partnership or any general partner.Any provision of a general partnership agreement that violates this
paragraph shall be, as a matter of Law, null and void and given no effect.

Article 56

Profits, Losses,Allocations and Distributions

56.1Unless a
general partnership agreement provides otherwise, all general partners are
entitled to an equal share of all profits, losses, allocations and
distributions of the general partnership.

56.2Within sixty
(60) days from the end of each calendar year, a general partnership shall
formally calculate and record the profit or loss for such year and allocate the
appropriate percentage of such profit or loss to the accounts of the general
partners.

Article 57

Responsibility for Losses

57.1Unless a
general partnership agreement provides otherwise, each general partner shall be
required to contribute equally to the general partnership to compensate for any
losses resulting from the operation of the general partnership.

57.2Unless a
general partnership agreement provides otherwise, all general partners are
required to make equal contributions to the general partnership to cover
operating losses as soon as those operating losses are known to the general
partners.

57.3Upon
dissolution of the general partnership all general partners shall make equal
contributions to satisfy third party claimants and to otherwise cover losses.

Article 58

Authority of a General Partner to
Act for the Partnership

58.1Any act of a general partner that is apparently done
for the purpose of carrying on the normal and customary business activities of
the general partnership is binding on the general partnership and the other
general partners.However, this rule
shall not apply if (i) the concerned general partner had no authority to act
for the general partnership in the particular matter and (ii) the person or
organization with whom the partner was dealing knew that the partner lacked
such authority.

58.2Any act of a
general partner that is not apparently done for the purpose of carrying on the
normal and customary business activities of the general partnership is not
binding on the general partnership or the other general partners unless the
concerned act was specifically authorized by the other general partners.

Article 59

Governance and
Management

59.1Unless a
general partnership agreement provides otherwise, all general partners' voting
and management rights in the general partnership shall be equal.

59.2Unless a
general partnership agreement provides otherwise, the decision of a simple
majority vote of general partners shall control on all matters except the
following, which shall require the affirmative vote of all general partners:

a) the adoption of an amendment to the general partnership
agreement;

b) the making of a distribution;

c) the admission of a new partner; and

d) a decision to dissolve or liquidate the partnership, to
sell substantially all of its assets, or to change the nature of its business.

59.3A general
partnership agreement may create different classes of general partners, may
assign different voting and management rights to different general partners,
may deny any general partner the right to vote for any matter or matters, and
may require voting levels other than majority or unanimous vote for a decision
on any matter.

59.4A vote of
general partners may be conducted by any method that provides all general
partners reasonable notice of the vote and the subject matter thereof.

59.5Unless a
general partnership agreement provides otherwise, a general partner may transfer
his partnership interest in the general partnership (including his rights to
share in the profits or distributions of the general partnership) to the
general partnership or to another general partner or to his heirs on his death.A general partner may not otherwise transfer
his partnership interest except with the consent of all other partners.

Article 60

Inter-Partner Rights and Duties

60.1Every general
partner owes to every other general partner a duty; (i) to share all financial
and other information about the general partnership's business and operations,
(ii) to preserve - except where disclosure is required by Law or court order -
confidences and confidential information concerning the general partnership's
business activities and operations, (iii) to act always in good faith in the
general partnership's best interest in matters concerning its business
activities and operations, (iv) to serve only the general partnership's
interest when involved in any act or transaction in which the general partner
has a personal interest.

60.2Unless
otherwise agreed with the other partners, a general partner who resigns or
otherwise leaves a general partnership remains liable to third parties for all
partnership debts and obligations incurred before the date on which he resigns
or otherwise leaves the general partnership. Liability between the partners
themselves shall be governed by the partnership agreement.

60.3A general
partnership shall reimburse a general partner for payments made and shall
compensate a general partner for liabilities incurred if such payments were
made or such liabilities were incurred by the general partner (i) in the
conduct or furtherance of the normal and customary business activities of the
partnership or (ii) for the preservation of the general partnership's business
or property.

Article 61

Enforcement of Rights and Duties

A general partnership may sue a partner for a breach of the
general partnership agreement or for the violation of a duty to the general
partnership that has caused harm to the general partnership. A general partner
may sue the general partnership or another general partner to enforce the
general partner's rights under the general partnership agreement or the present
Law.

Article 62

Partnership Property

62.1General
partnership property includes cash or other property that is (i) contributed by
a general partner to the general partnership, (ii) acquired with the general
partnership's assets or from the conduct of its business activities and (iii)
acquired in the general partnership's name or in a general partner's name for
the general partnership's benefit.

62.2A general
partner is not a co-owner of general partnership property.

Article 63

Withdrawal of a
Partner

63.1A general
partner may withdraw from a general partnership at any time by giving written
notice to the other general partners, but if the withdrawal violates the
general partnership agreement, the general partnership may recover damages from
the withdrawing partner for breach of the general partnership agreement.

63.2A general
partner who withdraws from a general partnership without violating the general
partnership agreement is entitled to receive any distribution to which he is
entitled under the general partnership agreement.If the general partnership agreement does not
provide otherwise, the withdrawing general partner is entitled to receive from
the general partnership, within ninety (90) days from the withdrawal, the fair
value of his interest in the general partnership.This obligation is an obligation owed by the
general partnership to the withdrawing general partner; and the other general
partners are, as with other obligations of the general partnership, also
jointly and severally liable therefore.

Article 64

Dissolution of a Partnership

64.1Unless a
general partnership agreement provides otherwise, a general partnership shall
dissolve upon: (i) the death of any partner, (ii) the dissolution of any
general partner that is a business or other organization, (iii) the withdrawal
or expulsion of any partner, (iv) the expiration of the term, if any, of the
general partnership, or (v) if and when the principal business activities for
which the general partnership was formed become un Law ful.

64.2Unless a
general partnership agreement provides otherwise, a general partner is deemed
to have withdrawn from the general partnership if:

a) the general partner fails to timely pay any required
contribution to the general partnership;

b) the general partner informs any other general partner in
writing that he has withdrawn from the partnership;

c) the general partner voluntarily seeks formal legal
protection from his creditors or is adjudicated by a competent court as
insolvent pursuant to the applicable bankruptcy or insolvency Law; or

d) the existence of a general partner that is a business or
other organization is terminated.

64.3The
dissolution of a general partnership shall require the distribution of its
profits, if any, and property to the general partners.

64.4The
dissolution of a general partnership shall not extinguish the claims of
creditors against the general partners, nor shall it extinguish the claim of
any general partner against another general partner.Upon dissolution of a general partnership all
general partners shall comply with paragraph 3, Article 57 of this Law.

64.5If a general
partnership is required to be dissolved because of the operation of item (i) or
(ii) of paragraph 1 of this Article, all property of the general partnership
property shall become subject to any legal proceedings provided by Law to
determine the status or disposition of the property of the deceased or
dissolved general partner; provided, however, that the general partnership's
remaining general partners may enter into an agreement with the court or other
administrator of the affairs or assets of the deceased or dissolved general
partner regarding (i) the formation a new general partnership and (ii) the
disposition of the deceased or dissolved general partner's interest in the
property of the general partnership.

Article 65

Voluntary Dissolution and
Liquidation of a Partnership

65.1Unless a partnership agreement provides otherwise,
and subject to the provisions of the applicable Law on bankruptcy, a general
partnership may be dissolved and liquidated upon the simple majority vote of
its general partners.

65.2In such
event, unless the general partnership agreement provides otherwise and subject
to the provisions of the applicable Law on bankruptcy, the general partners
shall appoint a disinterested third party to act as liquidator.Such a liquidator shall assume title to all
property of the general partnership for purposes of carrying out the
liquidation and shall assume all powers of the general partners.The liquidator shall also take possession of
all books and records of the general partnership.

65.3Within
twenty-one (21) days from the day of appointment, the liquidator shall (i)
preliminarily review the books, records and property of the general partnership
and all potential creditor claims against the general partnership and (ii)
preliminarily determine whether the general partnership was solvent at the time
that he/she was appointed and whether the sale of the property of the general
partnership is likely to produce proceeds sufficient to satisfy the valid
claims of all creditors.If the
liquidator determines that the partnership was insolvent at the time of his/her
appointment or that the sale of the partnership's property is unlikely to
produce proceeds sufficient to satisfy the valid claims of all creditors, the
liquidator shall immediately initiate a proceeding under the applicable Law on
bankruptcy.If the liquidator is unable
to make the review and determinations required by paragraph 3 of this Article,
or if he fails to do so within the time specified, any creditor or general
partner may apply to the Court to perform the liquidation in accordance with
applicable Law on bankruptcy.

65.4If the
liquidator determines that the general partnership was solvent at the time of
his/her appointment or that a sale of the property of the partnership is likely
to produce proceeds sufficient to satisfy the valid claims of all creditors,
the liquidator shall, not later than thirty (30) days after his appointment,
publish in the Official Gazette in Kosovo and in two newspapers enjoying wide
circulation in Kosovo a notice in the Albanian, Serbian and English languages
of his/her appointment as liquidator similar to the initial public notice
required of a liquidator in a bankruptcy case; provided, however, that such
notice also shall expressly state that creditors of the general partnership are
free to seek satisfaction of their claims directly from any and all of the
general partners of the partnership.

65.5After the
publication of the initial notice required by paragraph 4 of this Article, the
liquidator shall assemble the partnership's property and conduct the
liquidation process in accordance with the applicable provisions of the Law on
bankruptcy; provided, however, that the liquidator shall have no power (i) to
declare a prior transaction prejudicial or fraudulent as to creditors or (ii)
to recover any property or money that was the subject of a prior transaction.

PART V

LIMITED PARTNERSHIP

Article 66

Nature of a Limited Partnership

66.1A limited
partnership is a partnership having as its partners: (i) at least one general
partner and (ii) at least one limited partner.

66.2A limited
partnership is not a legal person.Nevertheless, it shall have the right to contract, hold property and sue
or be sued in its own name.

66.3Any person or
business organization, including a company, may be a general partner or a
limited partner of a limited partnership.

66.4A general
partner is jointly and severally liable without limitation for the debts and
obligations of the limited partnership to the same extent as a general partner
of a general partnership as provided in Part IV of the present Law.

66.5A general
partner is also jointly and severally liable without limitation for ensuring
the compliance of the limited partnership with its legal and regulatory
obligations under the Law applicable in Kosovo, including the present Law.

66.6A limited
partner is not liable for any debts or other obligations of the limited
partnership except as stated in Article 71 of the present Law.

66.7The
provisions set forth in Part IV of the present Law governing a general
partnership shall likewise apply to a limited partnership except where a
provision of this Part V provides otherwise.If, with respect to a limited partnership, there is a conflict between a
provision of this Part V and a provision of Part IV, the provision of this Part
V shall prevail.

66.8When
paragraph 7 of this Article permits or requires the application of a provision
of Part IV to a limited partnership:(i)
any reference in such a provision to "general partnership" or "partnership"
shall be interpreted as meaning "limited partnership," (ii) any reference in
such provision to "general partnership agreement" or "partnership agreement"
shall be interpreted as meaning "limited partnership agreement," and (iii) any
reference in such provision to a "general partner" or "partner" shall be
interpreted as meaning a general partner of the limited partnership.

Article 67

Limited Partnership
Memorandum

A limited partnership is created only upon the registration
of its limited partnership memorandum as provided in Article 31 of the present Law.The limited partnership memorandum is the
founding and constitutional document of a limited partnership.

Article 68

Limited Partnership
Agreement

Every limited partnership shall also have a limited
partnership agreement containing (i) provisions governing the management of the
limited partnership and its business, (ii) provisions specifying the names and
contributions to the partnership capital of each; and (ii) provisions governing
any other matter that the partners desire to include in such agreement.Every partner of the limited partnership is
required to execute such agreement and to indicate whether they are signing as
a general partner or a limited partner.

Article 69

Records Which a
Limited Partnership Must Keep and Make Available

69.1Every limited
partnership must at all times maintain at its registered office or principal
place of business:

a) a copy of its
limited partnership memorandum, including any and all amendments thereto, as
currently registered with the Registry;

b) a copy of its
currently effective limited partnership agreement, including any and all
amendments thereto, as provided to the Registry;

c) a list setting forth: (i) the names and addresses of each
partner, stating in each case whether such partner is a general partner or a
limited partner, (ii) the date on which such partner became a partner, and
(iii) a description of the money, property or other items of value that such
partner has contributed or is obligated to contribute to the limited
partnership;

d) a list describing all transfers and pledges of, and
encumbrances placed on, any interest in the limited partnership made or
permitted by a partner; and

e) copies of the following financial documents: (i) annual
and interim balance sheets, (ii) income statements, (iii) other financial
statements, and (iv) tax returns of the partnership. These requirements shall
apply to documents relating to the current year, but only to the extent such
documents have been prepared.These
requirements shall also apply to all such documents relating to each of the
previous three (3) calendar years; if the limited partnership has been
established for less than three (3) years, these requirements shall apply to
all such documents.

69.2Every limited
partnership must make such records available to any partner, and to any former
partner with respect to the period when he was a partner, for inspection and
copying during normal business hours.

69.3If a limited
partnership refuses to permit a partner or former partner to obtain or examine
such information or does not reply to a written demand therefore that has been
made within five (5) days after the demand has been delivered to the limited
partnership, the demanding partner may petition the Court to order such
disclosure. The Court shall have authority to determine whether the partner
seeking the information is entitled to the information sought and to order the
limited partnership to provide the information.

Article 70

Contributions of
Limited Partners

70.1Each limited
partner shall have fully paid in or made such limited partner's required
contribution at the time that the limited partnership memorandum is registered.

70.2A general
partner shall have the authority to file a Lawsuit on behalf of the limited
partnership and its partners to compel payment from a limited partner who has
failed to pay in or make a required contribution.

70.3A limited
partner who has failed to pay in or make a required contribution by the date of
the registration of the limited partnership memorandum shall be liable to the
limited partnership for all costs, including Lawyer's fees, borne by the
limited partnership and/or any general or limited partner in enforcing such
obligation.

Article 71

Restrictions on and
Liability of Limited Partners

71.1No person or
organization other than a general partner has any authority to act on behalf of
or bind a limited partnership.

71.2Without
reducing the general applicability of paragraph 1 of this Article, it is
specifically and expressly provided that a limited partner has no authority to
act on behalf of or bind a limited partnership.No creditor may rely on the acts or representations of a limited partner
to establish any liability of the limited partnership.

71.3If one or
more limited partners engage in a transaction in which such limited partner(s)
attempt, without authority, to bind the limited partnership, the transaction
and its attendant obligations shall only be binding on the limited partnership
if a general partner of the limited partnership formally and in writing
ratifies the transaction on behalf the limited partnership.

71.4If a general
partner fails to so ratify the transaction, the concerned limited partner(s)
are solely liable to the other party to the transaction, and that other party
has no rights or claims against the limited partnership as a result of that
transaction; provided, however, that the other party shall have the right to
claim compensation from or to require performance by the limited partnership
if, and only if, a general partner intentionally or negligently made
representations that caused the other party to reasonably believe that the
concerned limited partner(s) had the authority to act on behalf of the limited
partnership with respect to the concerned transaction.

71.5A limited
partner is prohibited from participating in the control or management of the
business activities or operations of the limited partnership.It is, however, specifically provided that
the following activities by a limited partner do not constitute a violation of
the foregoing prohibition:

a) being an employee or contractor of the limited partnership
or of a general partner;

b) being a partner, owner, manager, shareholder, director or
officer of a general partner that is a business organization;

c) voting on an amendment to the limited partnership
memorandum or the limited partnership agreement, if the limited partner has the
right to vote on such amendment;

d) voting on a decision as to whether or not to dissolve the
limited partnership, if the limited partner has the right to vote on such
decision, or

e) taking any action to enforce or defend the rights of
limited partners.

71.6A limited
partner is not liable for the debts and other obligations of a limited
partnership. However, if a limited partner violates the prohibition of
paragraph 5 of this Article by participating in the control or management of
the business activities or operations of the limited partnership, such limited
partner shall become liable for the debts and other obligations of the limited
partnership to the same extent as a general partner.

Article 72

Transfer of Limited Partnership
Interest

72.1Unless
otherwise provided in a limited partnership agreement, a limited partner may
transfer his limited partnership interest only upon the approval of all general
partners.A transfer of a limited
partnership interest includes a transfer of all rights and obligations of the
limited partner making the transfer.

72.2If required
by an order of the Court, the general partner(s) of a limited partnership shall
cause the limited partnership interest of a limited partner to be transferred
to another person or organization.

72.3Unless
otherwise provided in the limited partnership agreement, a limited partnership
interest passes to the Lawful heirs of a limited partner who is a natural
person upon the death of such limited partner.If a limited partner is a business or other organization, if such
organization is dissolved, the interest of such limited partner passes to its Lawful
successor or owners in accordance with the Law under which the dissolution of
such organization occurs.

Article 73

Admission of
Additional General Partners

Additional general partners may be admitted to the limited
partnership (i) in accordance with the procedures and requirements specified in
the limited partnership agreement, or (ii) if the limited partnership agreement
does not provide for the admission of additional general partners, with the
written consent of all general and limited partners.

Article 74

Profits and Losses

Unless otherwise provided in the limited partnership
agreement, profits shall be distributed and losses shall be shared among
limited and general partners on the basis of the value of their respective
contributions.

Article 75

Withdrawal of a
Limited Partner

75.1Unless
otherwise provided in a limited partnership agreement, a limited partner may
withdraw from a limited partnership upon not less than ninety (90) days'
written notice to each general partner.The withdrawing partner's entitlement to a distribution upon withdrawal
shall be as stated in Article 63 for the withdrawal of a general partner from a
general partnership.

75.2Withdrawal of
a limited partner does not require the dissolution of the limited partnership
unless such withdrawal leaves the limited partnership with no limited partners.

Article 76

Dissolution and Winding-up

76.1A limited
partnership shall continue to exist so long as at least one general partner and
one limited partner remain in the partnership.Unless otherwise provided in a limited partnership agreement, a limited
partner has no power to dissolve the partnership.

76.2Unless
otherwise provided in the limited partnership agreement, in the liquidation of
the assets of a limited partnership, the net assets of the limited partnership
shall be distributed equally to limited partners and to general partners.

Article 77

Events Causing
Dissolution and Requiring Winding-Up

A limited partnership shall cease to engage in business
activity and shall be dissolved upon the occurrence of any of the following
events:

a) the expiration of the term or duration of thelimited partnership, if such a term or
duration is specified in its limited partnership memorandum;

b) the occurrence of any other event specified in its
limited partnership memorandum or limited partnership agreement as an event
that requires or causes dissolution of the limited partnership or the
termination of its limited partnership status;

c) a decision by the partners, in accordance with the
limited partnership agreement, to dissolve the limited partnership;

d) issuance and delivery of a Notice of De-Registration to
the limited partnership by the Head of the Registry in accordance with Article
43 of the present Law

e) an order of a court requiring the dissolution of the
limited partnership and/or terminating its status as a limited partnership; or

f) an order of a bankruptcy court, under applicable
bankruptcy Laws, declaring the limited partnership bankrupt and requiring it
dissolution.

PART VI

LIMITED LIABILITY
COMPANY

Chapter 1

General Provisions

Article 78

Nature of a Limited
Liability Company and an Ownership Interest

78.1A limited
liability company is a legal person that is legally separate and distinct from
its owners. An owner of a limited liability company is not a co-owner of, and
has no transferable interest in, the property owned by the limited liability
company.

78.2Ownership
interests in a limited liability company are the units into which the ownership
of the company is divided.

78.3An ownership
interest in a limited liability company is the personal property of an owner
and it may be transferred in whole or in part, subject to applicable
restrictions stated in the present Law and any restrictions stated in the
company agreement.

78.4An ownership
interest may, but need not, be evidenced by a certificate and may be referred
to as a "share". A company's charter or company agreement may provide that
ownership interests or shares in the company will be evidenced by certificates
issued by the company.

Article 79

Charter Capital

79.1The charter
capital of a limited liability company shall be at least 1000 Euros.

79.2The charter
capital shall be paid in to the company within fourteen (14) days after
registration. The company shall provide the Registry with reasonable
evidenceof such payment within that
fourteen (14) day period. A bank statement shall suffice for these purposes or
in the case of a contribution in kind, evidence of the transfer of the relevant
assets, such as an asset transfer agreement.

79.3If the company
fails to timely provide such evidence to the Registry, the Registry shall have
the authority to follow the procedures to de-register the company, and if takes
such action it shall provide a Notice of De-Registration to the company. In
such event, the Registry shall not refund any fees paid for the
registration.

79.4Until the
company timely provides the Registry with evidence of the payment of the
charter capital, the company may engage in no business activity in Kosovo.Any persons taking actions on behalf of the
company after registration but before such evidence is provided to the Registry
shall be jointly and severally personally liable for claims and obligations
arising out of such actions, except as otherwise agreed by the concerned third
parties.After the company has provided
the Registry with evidence of the payment of the charter capital, the company
may assume liability for any or all such claims and obligations; in such event,
the company shall thereafter be solely liable for any claims or obligations so
assumed.

79.5Any proposed
increase or decrease in the charter capital shall not become effective until
the charter of the company on file with the Registry has been duly amended to
reflect such increase or decrease; provided, however, that no decrease in the
charter capital below 1000 Euros shall be permitted, and, provided further,
that any proposed amendment to the charter to increase the charter capital must
be accompanied by reasonable evidence that the increased amount has been paid
in.

Article 80

Liability Principles

80.1A limited
liability company is liable for all of its debts and other obligations with all
of its assets, including its charter capital.

80.2An owner of a
limited liability company is not liable for any debts or obligations of the
company solely by reason of being an owner.

Article 81

Liability for
Founders' Actions Before Registration

If one or more founders and/or other persons take action on
behalf of a limited liability company before it is registered (including but
not limited to opening bank accounts, purchasing or leasing property, or
entering into contracts or other obligations), the persons taking such action
shall be jointly and severally personally liable for claims and obligations
arising out of such actions, except as otherwise agreed by the concerned third
parties. After the company has been registered and provided the Registry with
evidence of the payment of the charter capital required by Article 79, the
company may assume liability for any or all such claims and obligations; in
such event, the company shall thereafter be solely liable for any claims or
obligations so assumed.

Article 82

Powers

A limited liability company has the powers necessary to
carry on its business activities including, but not limited the power (i) to
sue and be sued; (ii) to make contracts, borrow money, and incur other debts
and liabilities; (iii) to acquire, own, lease, pledge or mortgage, or otherwise
dispose of or deal with property; (iv) to acquire, own, pledge, vote, sell, or
otherwise dispose of shares or other interests in another business
organization, but not a personal business enterprise; and (v) to elect or
appoint managers, employees and agents of the company and to fix their duties
and compensation.

Article 83

Duration

The duration of a limited liability company is perpetual
unless a shorter period is specified in its charter.

Article 84

Owners

A limited liability company may have one or more persons
and/or business organizations as its owner or owners.

Chapter 2

Charter and Company
Agreement

Article 85

Charter

A limited liability company is created only upon the
registration of its charter in accordance with Article 33 of the present Law.The charter is the founding and
constitutional document of a limited liability company.Before a limited liability company may be
registered, this document must be filed with the Registry as provided in the
present Law.No amendment to the charter
shall be legally effectivevisa a vis
third parties until such amendment is duly submitted to the Registry.

Article 86

Company Agreement

86.1Every limited
liability company shall also have a company agreement, signed by the owners
specified in the original charter, containing provisions governing the
management and operation of the company if such provisions are permitted by
paragraph 2 of this Article and not prohibited by paragraph 3 of this Article.

86.2The company
agreement may incorporate any of the provisions of this Chapter 2.The company agreement may also contain
provisions that are in addition to or that alter any of the provisions of this
Chapter, but it may not contain provisions of that are prohibited by paragraph
3 of this Article. By way of example, but not limitation, a company agreement
may contain provisions that provide:

a) the company will be managed by one or more than one
Managing Director;

b) there will be specified rules for notice of the time,
place, purpose, or voting procedures at owner meetings,

c) there will be separate classes of owners with different
voting rights or no voting rights, different preferences on liquidation, or
different rights and preferences as to other matters,

d)owners' votes or
shares in distributions will be equal, or will be according to capital
contribution, or will be according to some other agreed formula or method;

e)certain actions by
the company will require a specified majority or super-majority of owner votes,
such as two-thirds or three-quarters, or may be taken by the Managing Director
without a vote of the owners;

f)an inability of
the owners to reach a decision on a matter will be resolved by a designated
person or by submission to arbitration;

g)an inability of
the owners to reach a decision on a matter will allow a concerned owner to sell
his interest to one or more of the owners on pre-agreed terms,

i) ownership interests are freely transferable or are
restricted in accordance with Articles 97 or 98 or in other ways; provided,
however, that no such provision in a company agreement shall impair the
operation of any Law regulating transactions in securities.

86.3A company
agreement may not contain any provision:

a) that conflicts with the company's charter;

b) that restrict an owner's right to information or access
under Article 88;

c) that eliminates or reduces the duties of care, good
faith, loyalty and non-competition under Articles 112, 113 and 114 of this Law;

d) that eliminates or reduces (i) the restrictions on
distributions to owners provided inArticle
93 or (ii) the personal liability for violating such restrictions as provided
in Article 94 of this Law;

e) that restricts in any manner the rights under the present
Law of a creditor or other third party, or

f) eliminates or reduces the requirements of any provision
of the present Law, unless (i) theconcerned provision of the company agreement is permitted by paragraph 2
of this Article, or (ii) the affected provision of the present Law contains or
is subject to the words "unless the company agreementprovides otherwise" or similar words.

86.4If there is a
conflict between the company's charter and its company agreement, the charter
shall prevail.In such event, the
inconsistent provision of the company agreement shall be deemed repealed or
modified to the extent necessary to eliminate such inconsistency.

Chapter 3

Required Records and
Access

Article 87

Records Which a
Company Must Keep

Every limited liability company must keep at its registered
office or principal place of business at all times all of the following:

a) a copy of the
company's charter, including any and all amendments thereto, as currently
registered with the Registry;

b) a copy of its
company agreement, including any and all amendments thereto or amended and restated
copies, as provided to the Registry;

c) a list of the names and addresses of each owner and the
date on which such ownerbecame an
owner;

d) if an ownership interest is owned by more than one owner,
a list of the names and addresses of each co-owner and the document(s) naming
and designating the co-owners' joint representative if they have, or are
required by Article 95 of this Law to have, such a representative. The company
may combine this list with the list required by item "c" above;

e) a list of the names and addresses of all key managers of
the company;

f) a list describing all transfers and pledges of, and
encumbrances placed on, any ownershipinterest made or permitted by an owner; and

g) copies of the following financial documents: (i) annual
and interim balance sheets, (ii) income statements, (iii) other financial
statements, and (iv) tax returns of the company and (v) any audits.. These
requirements shall apply to documents relating to the current year, but only to
the extent such documents have been prepared.These requirements shall also apply to all such documents relating to
each of the previous three (3) calendar years; if the company has been
established for less than three (3) years, these requirements shall apply to
all such documents.

Article 88

Records Must be
Available to Owners

88.1Every company
must make such records available to any owner, and to any former owner with
respect to the period when he was an owner, for inspection and copying during
the company's normal business hours.

88.2If a company
refuses to permit an owner or a former owner to obtain or examine such
information or does not reply to a written demand therefore that has been made
within five days after the demand has been delivered to the company, the
demanding owner or former owner may petition the court to order such
disclosure. The court shall have authority to determine whether the person
seeking the information is entitled to the information sought and to order the
company to provide the information.

Chapter 4

Contributions of
Owners

Article 89

Form of Contributions

89.1An owner's
contribution to a limited liability company in exchange for an ownership
interest may be in the form of (i) money, (ii) other valuable property,
tangible or intangible, or (iii) labor or services already performed for the
company.A contribution may not be in
the form of, and an ownership interest shall not be issued for, any promise or
commitment to provide future labor or services.

89.2The value of
contributions other than money shall be determined (i) in accordance with the
applicable provisions of the company agreement or (ii) if the company agreement
does not contain provisions applicable to the valuation of non-monetary
contributions, by the unanimous agreement of all the owners.

Article 90

Liability for Agreed
Contributions

An owner is obligated to the company to pay in full all
contribution(s) when due as required by the company's charter, company
agreement, or other agreement of the owner.Such obligation is not excused by the owner's death, disability or other
inability to pay.

Article 91

Penalties for Failure
to Make Agreed Contributions

The company agreement may provide penalties or other
consequences for an owner who fails to make an agreed contribution.By way of example but not limitation, such
provisions in the company agreement may require (i) the reduction of the
owner's proportionate ownership interest in the company, (ii) the subordination
of the owner's right to distributions to those of owners who have made their
required contributions, (iii) the forced sale of the owner's ownership interest
to the company, (iv) the forfeiture of the owner's ownership interest to the
company, or (v) the determination, by appraisal or formula, of the value of any
part of the owner's ownership interest that has been paid for, and the
mandatory sale of that part to the company at the value so determined.

Chapter 5

Distributions to
Owners

Article 92

Distributions to
Owners

92.1A limited
liability company may make distributions to its owners at any time with the
unanimous consent of the owners or with such smaller vote requirement as may be
established in the company agreement in accordance with Article 107 of this Law.

92.2Unless
otherwise provided in a company agreement, any distributions to owners shall be
made equally to them all.

92.3When an owner
becomes entitled to receive a distribution, that owner becomes an unsecured
creditor of the company with respect to that distribution.

Article 93

Restrictions on
Distributions

93.1A company may
not make a distribution to owners if, after giving effect to such distribution,
the company's total assets would be less that its total liabilities or the
company would be unable to pay its debts and other obligations as they become
due in the ordinary course of the company's business.

93.2Every time
that a company desires to make a distribution, it shall first make a formal
determination that such distribution is not prohibited by paragraph 1 of Article
93 of this Law.Such determination shall
be based on financial statements prepared in accordance with applicable Laws on
accounting standards and on accounting principles that are reasonable in the
circumstances and, in the case of valuation of non-monetary assets, on a fair
and independent valuation that is reasonable under the circumstances.

Article 94

Personal Liability for
Prohibited Distributions

94.1An owner who
receives a distribution prohibited by paragraph 1 of Article 93 of this Law and
who knew or should have known at the time the distribution was made that such
distribution was prohibited by that Article, shall be personally liable to the
company for the return of the amount of the distribution.

94.2An owner, manager
or other person who causes such a prohibited distribution to be made, and who
knew at the time the distribution was made that such distribution was
prohibited by paragraph 1 of Article 93 of this Law, shall be also be
personally liable to the company for the return of the amount of all such
distributions.

94.3If more than
one owner and/or person has liability for the return of a distribution under
paragraph 1 and/or 2 of this Article, their liability shall be joint and
several.

Chapter 6

Co-Ownership and
Transfer of Ownership Interests

Article 95

Co-ownership of an
Ownership Interest

95.1An ownership
interest may be owned by more than owner.

95.2Unless
otherwise provided in the company agreement, all co-owners of an ownership
interest shall exercise their voting and other rights in the company only
through a single joint representative but shall be jointly and severally liable
for all obligations respecting the share.

95.3When an
ownership interest is owned by more than one person, each co-owner must provide
the company with the co-owner's own name and address to be kept with the
company's records.

95.4When
co-owners have or are required to have a joint representative, all of the
co-owners must execute a formal written "designation of joint representative"
and provide this to the company, which shall keep such document with the
records required by Article 87.Any
notice delivered by the company to such a designated representative shall be
deemed to have been delivered to the concerned co-owners.If the co-owners fail to provide the company
with a written designation of joint representative, any notice delivered by the
company to one co-owner shall be deemed to have been delivered to all
co-owners.

Article 96

Transfer of Ownership
Interest

96.1Unless
otherwise provided in the company agreement, any owner may transfer such
owner's ownership interest, in whole or in part, by sale, pledge, gift,
inheritance or otherwise; provided, however, that this paragraph shall not be
interpreted or applied in any manner that impairs the operation of any Law
regulating transactions in securities.

96.2The company
agreement may impose restrictions on the transfer of ownership interests
including but not limited to the restrictions stated in Articles 97 and 98.

96.3The rights
and liabilities of a transferee of an ownership interest are subject to Articles
99 and 100.

Article 97

Optional Provision to
Restrict Transfer

97.1The company
agreement may include, but need not include, any or all of the restrictions on
transferability specified in paragraph 2 of this Article or similar
restrictions.If such restrictions are
included in the company agreement, the provisions establishing such or similar
restrictions may be worded in any manner acceptable to the owners. Such or
similar restrictions on transferability shall not apply unless they are
expressly incorporated into the company agreement.

97.2A company
agreement may provide that an ownership interest shall not be voluntarily or
involuntarily transferred or pledged except in:

a) a transfer that has been approved in writing by all of
the owners of the company and the transferee has agreed in writing to be bound
by the company agreement;

b) a transfer where the company or an existing owner is the
transferee;

c) a transfer to the transferring owner's spouse, parents,
lineal descendants or the spouse of any lineal descendant, or brothers or
sisters,

d) a transfer to a legal representative of an owner upon the
owner's death or dissolution;

e) a transfer to a bankruptcy administrator or similar
person as the result of a bankruptcy proceeding to which the owner is subject;

f) a pledge of the ownership interest as security for a loan
or other obligation of the owner if the pledge agreement (i) specifically
states that the pledge has no voting or management rights or powers as a result
of the pledge, (ii) contains the written agreement of the pledge to be bound by
the company agreement if the pledge becomes the owner of the pledged ownership
interest; and (iii) has been approved by all the other owners;

g) a transfer that complies with the provisions of the
company agreement that has incorporated the provisions specified or permitted
by Article 98 of this Law; or

h) a merger under Articles 120 - 125 of this Law.

Article 98

Optional Provision to
Require First Offer to the Company

98.1The company agreement
may adopt paragraph 2 of this Article with the wording stated below or with any
desired changes to that wording.Such
provisions shall apply only if expressly incorporated into the company agreement.

98.2An owner who
wishes to transfer his ownership interest to another person or organization may
only transfer it as provided below; provided, however, that the specified
restriction shall not apply if it specifically exempted from such restriction
by another provision of the company agreement:

a) The concerned owner shall first obtain from a third party
a firm, irrevocable, written and good faith offer to purchase the ownership
interest that (i) specifies the offertory's name, address, offered price, and
any payment or other terms of the offer; and (ii) contains the third party's
agreement to be bound by the company agreement.

b) The concerned owner shall deliver the third person's
offer to the company, and by doing so the owner offers to sell the concerned
ownership interest to the company at the price and other terms stated in the
offer. Within ten (10) days after receiving the offer, the company shall
deliver a notice in writing to all owners (i) informing them of the offer, (ii)
calling a meeting of all owners, which may be held not less than twenty (20)
days and not more than thirty (30) days after delivery of the notice, and (iii)
informing them that themeeting shall be
held to decide whether the company purchase the concerned ownership interest
from the concerned owner on the terms specified in the third party's
offer.A decision to make such purchase
must be approved by a majority vote of all ownership interests entitled to
vote, but the concerned owner shall not be permitted to vote on the matter. For
this purpose, voting shall be on the same basis that is used for other owner
actions.

c)The company must
deliver to the concerned owner written notice of acceptance within forty (40)
days after the company received the offer, or the offer shall be deemed to be
rejected.If the company desires, it may
make a counter-offer within the prescribed forty (40) day period.In such case, the concerned owner must
deliver to the company written notice of acceptance within ten (10) days after
receiving the counter offer, or the counteroffer shall be deemed rejected.If the company accepts the original offer, or
if the concerned owner accepts a counteroffer made by the company, the sale
shall be completed within ten (10) days after the acceptance.

d) If the concerned owner's offer to the company is
rejected, the concerned owner shall, within thirty (30) days after the company
rejected or was deemed to have rejected the offer, consummate the sale to the
third party on the exact terms that were specified in the offer that was
rejected by the company;

e) If the concerned owner fails to comply with its
obligation to sell under "d" above, the company may, within ninety (90) days
after such failure, cancel the concerned ownership interest if the company
delivers to the concerned owner an amount of money that is equal to the value
of that ownership interest as determined by an independent appraiser or in
accordance with any pre-agreed formula that is specified in the company
agreement.

Article 99

Right of a Transferee

A transferee may acquire an ownership interest and become an
owner only if: (i) all of the owners have consented to the acquisition, unless
otherwise provided in the company agreement; and (ii) the transferee has agreed
in writing to be bound by the company agreement.If these conditions are satisfied the
transferee shall have all rights of an owner upon the transferee's acquisition
of an ownership interest.

Article 100

Other Rights and
Liabilities of a Transferor and Transferee of an Ownership Interest

100.1Unless
otherwise provided for in the company agreement, a transferee of an ownership
interest shall be liable for all of the transferring owner's obligations to
make contributions under Article 90 and to return prohibited distributions
under Article 94; provided, however,
that the transferee shall not be liable for an obligation of the transferring
owner (i) that the transferee did not know when he became an owner and (ii) that the transferee could not
have become aware about from a thorough review of the company agreement.

100.2Unless
otherwise provided in the company agreement, the transferring owner shall,
after the transfer, remain liable to the company for the payment of any
obligations under Articles 90 and 94 of this Law that accrued to the
transferring owner before the transfer. This continuing liability shall apply
until such obligations are satisfied.

100.3Unless
otherwise provided in the company agreement, the transferring owner shall cease
to be an owner or have any rights of an owner at the time the transfer is made;
provided, however, if the transfer is
a pledge of the ownership interest as security for a loan or other obligation,
the transferring owner shall not cease to be an owner until and unless the pledge
or another third party becomes the actual owner of that ownership interest.

100.4If an owner
dies or is dissolved, the legal representative or administrator of the owner's
property may exercise all of the owner's rights and powers for the purpose of
administering such property.

100.5An owner that
voluntarily transfers or proposes to transfer an ownership interest in a manner
that is permitted by the present Law and the company agreementshall notify the company of such
transfer.A company need not give any
effect to any transfer until it has received notice of the transfer, but it
shall give immediate effect to any Lawful transfer of which it has notice and
shall record it in the company records.

Article 101

Prohibited Transfer is
Void

Any transfer or attempted transfer of an ownership interest
that is done in a manner that violates a restriction or prohibition specified
in the present Law, the company agreement or a Law regulating transactions in
securities shall cause the concerned transfer to be null, void and
unenforceable.

Article 102

Company Acquisition of
its Own Ownership Interests

102.1Unless the
company agreement restricts the right of a limited liability company to acquire
its own outstanding ownership interests, the company may acquire one or more of
its outstanding ownership interests, in whole or in part, at any time.

102.2In no event,
however, shall a company shall acquire any of its outstanding ownership
interests if, as a result of such acquisition, the company's total assets would
be less that its total liabilities or the company would be unable to pay its
debts and other obligations as they become due in the ordinary course of the
company's business.

102.3Every time
that a company desires to acquire any of its outstanding ownership interests,
it shall first make a formal written determination that such acquisition is not
prohibited by paragraph 2 of this Article.Such determination shall be based on financial statements prepared in
accordance with applicable Laws on accounting standards and on accounting
principles that are reasonable in the circumstances and, in the case of
valuation of non-monetary assets, on a fair and independent valuation that is
reasonable under the circumstances.

102.4If a company
acquires or holds any of its own ownership interests, it may cancel such
ownership interests.If the company does
not cancel such an ownership interest, the company is required to hold that
ownership interest in its treasury.

102.5Any ownership
interest held in the company's treasury (i) shall have no voting rights
whatsoever, (ii) shall not be counted for any purpose, including the
determination of a quorum or the determination of the number of ownership
interests that are outstanding or entitled to vote, and (iii) shall have no
right to receive, and shall not receive, any distributions.

Chapter 7

Termination of
Ownership

Article 103

Termination of
Ownership

A person or organization shall cease to be
an owner of a limited liability company upon the occurrence of any of the
following events:

a) The person's death or the organization's dissolution;

b) voluntary withdrawal by the person or organization;

c) expulsion of the person or organization;

d) the person or organization becomes a debtor in
bankruptcy,

e) the person or organization ceases to own an ownership
interest in company; or

f) another event specified in the company agreement, that
requires the person or organization to cease to be an owner.

Article 104

Withdrawal or
Expulsion of an Owner

104.1An owner may
withdraw from a limited liability company at any time by giving written notice
to the company and all of the other owners; provided, however, if the
withdrawal violates the company agreement, the company may recover damages from
the withdrawing owner for breach of the agreement.

104.2The company
agreement may (i) specify the terms and conditions on which a member may
withdraw or be expelled, (ii) provide the procedures applicable to a withdrawal
or expulsion, and (iii) specify the consequences that will result from a
withdrawal or expulsion, including the liability for penalties or damages that
will arise as a result of a withdrawal in violation of the company agreement.

104.3The company
agreement may provide that an owner may not withdraw or transfer an ownership
interest.

104.4Notwithstanding
anything in the present Law or the company agreement to the contrary, the Court
may issue an order:

a) determining that an owner has the right to withdraw or
was justified in withdrawing if: (i) the owner files a petition with the Court
for such an order and (ii) the owner can present clear and convincing evidence
that the owner is suffering or has suffered significant damage as a consequence
of the wrongful actions of the company or the other owners.An action shall be deemed wrongful if it
involves a violation of the present Law, the company agreement or the concerned
owner's rights.The company shall have
the right to contest the owner's petition before the Court.

b) determining that a company may expel an owner or was
justified in expelling an owner if (i) the company files a petition with the
Court for such an order justified reasons and (ii) the company can present
clear and convincing evidence that the company or another owner of the company
is suffering or has suffered significant damage as a result of the wrongful
actions of the owner.An action shall be
deemed wrongful if it involves a willful violation or persistent violations of
the present Law, the company agreement or another owner's rights or involves
conduct that substantially impairs the company's ability to carry on its
business activities or its relationship with the concerned owner.The concerned owner shall have the right to
contest the company's petition before the Court.

Article 105

Effect of Withdrawal
or Expulsion

105.1Upon
withdrawal, expulsion or ceasing to be an owner for any other reason, a person
or organization ceases to have the rights of an owner, including but not
limited to the right to participate in the governance or management of the
company's business.

105.2Subject to
paragraph 3 of this Article, when a person or organization ceases to be an
owner, such person or organization shall be entitled to receive from the
company within ninety (90) days from such event: (i) any payment or
distribution to which such person or organization is entitled under the company
agreement; and (ii) if not provided for in the company agreement, the fair
value of the ownership interest determined as of the date the person or
organization ceased to be an owner.The
amounts owed by the company to such person or organization shall, if such
person or organization has wrongfully withdrawn or been expelled, shall be
reduced by the amount of any damages caused by the person or organization to
the company as a direct result of such wrongful withdrawal or expulsion,
including damages caused by the acts for which the person or organization was
expelled.

105.3The right to
receive the fair value of the ownership interest specified in paragraph 2 of
this Article shall not apply if the ownership interest was (i) transferred by
agreement to another person or organization, or (ii) transferred to a
successor, heir, administrator or legal representative as a result of the
original owner's death or dissolution and such successor, heir, administrator
or legal representatives exercises a right under the company agreement or the
applicable Law to become an owner.

105.4In determining
the fair value of an ownership interest is to be determined, the person(s) or
organization making such determination shall, inter alia, take due and careful
consideration of (i) the value of the company as an on-going business,
including its reasonably foreseeable future prospects, (ii) any agreement,
including the company agreement, among the owners setting a price or price
formula for the ownership interests, (iii) the recommendations of an appraiser,
if one is engaged, and (iv) any legal restrictions on the marketability or
transferability of the ownership interest.The Court shall have the jurisdiction and authority to determine the
fair value in the event of a dispute.

105.5If the company
and the prior owner cannot agree upon the fair value of the ownership interest
or the amount of the damages, if any, referred to in paragraph 2 of this Article,
they may by mutual agreement submit such matter to binding arbitration.The matter shall be submitted to binding
arbitration if such submission is already required by the company agreement.If there is no agreement to submit the matter
to arbitration, either party shall then have the right to petition the Court to
make the necessary determinations, and in such event the Court shall have the
jurisdiction and authority to make such determinations.

Chapter 8

Governance and
Management

Article 106

Votes of Owners

Unless otherwise provided in the company agreement:

a) all owners' voting rights in the company shall be equal, and

b) the decision of a simple majority vote shall control on
all matters except as provided in Article 107of this Law.

Article 107

When Unanimous Vote
Required

107.1Except as
provided in paragraph 2 of this Article, each matter listed below shall require
the affirmative vote of all of the company's owners:

a) amendment of the company's charter or company agreement;

b) authorization or ratification of a conflict of interest
transaction under paragraph 3 ofArticle
113 of this Law;

c) reduction or release of an owner's obligation to pay such
owner's full agreed contribution under Article 90 of this Law;

d) making of a distribution, including a purchase or
redemption by the company of an owner's ownership interest;

e) reduction or release of an owner's obligation to return
distributions or other amounts which were paid to him in violation of Article
94 of this Law;

f) admission of a new owner;

g) a decision to dissolve the company;

h) a decision to merge the company under Article 120 of this
Law, or

i) the sale, lease, pledge, mortgage or other transfer or
disposition of all or substantially all of the company's assets.

107.2The company
agreement may specifically provide that a matter listed in paragraph 1 of this Article
shall be decided by a vote of the owners that is less than unanimous; provided,
however, that, no provision of a company agreement shall:

a) provide that such a matter is to be determined by less
than an affirmative vote of a simple majority of the outstanding ownership
interests;

b) allow or authorize the adoption of an amendment to the
charter or company agreement that increases an owner's obligation to make
contributions or eliminates or reduces an owner's rights, unless every affected
owner has specifically and in writing voted in favor of that amendment.

Article 108

Action Without a
Meeting

Unless otherwise provided in the company agreement, any
action requiring a vote by the owners may be taken without the holding of a
formal meeting of the owners if (i) the owners are all first notified in
writing of the proposed action, and (ii) each owner has at least three business
days after receipt of such notice to submit such owner's written vote thereon
or the owner otherwise consents in writing to the shorter notice and decision
period.

Article 109

Appointment and
Removal of Managing Directors

109.1A company's
owners shall designate in the charter, or an amendment to the charter or in the
company agreement, the specific person or persons holding the position of
managing director.Such person(s) shall
have the authority stated in Article 110 of this Law.If there is more than one managing director,
the company agreement shall specify the respective title, duties and authority
of each. A managing director may only be designated, removed or replaced by a
vote of the owners.A managing director
need not be an owner. A managing director must be a natural person.

109.2Unless
otherwise provided in the company agreement, a managing director who has been
elected shall continue to be a managing director until removed or replaced by a
vote of the owners or until he resigns, whichever occurs first.

109.3Unless
otherwise provided in the company agreement, a managing director may be removed
by a vote of the owners.The owners are
not required to state a reason for such removal, and the removed person has no
right to demand or require the owners to state a reason for his/her removal.

Article 110

Authority of Managing
Director to Act for the Company

110.1Subject to any
contrary provision in this Law or the company agreement, , a managing director
has the authority to represent the company in the conduct of its business
activities, including the authority (i) to conduct the normal and customary
business activities of the company and (ii) to sign an agreement or other
document on behalf of the company and in the company's name if the signing of
such agreement or document is reasonably related to or necessary for the
conduct of the normal and customary business activities of the company.Any such act by a managing director is binding
on the company unless (i) the act is beyond the authority of the managing
director as specified in the company agreement and (ii) the person or organization with whom the managing director
was dealing knew that the managing director lacked the authority for such act.

110.2An act of a
managing director that is not reasonably related to or necessary for the
conduct of the normal and customary business activities of the company is not
binding on the company unless the act was specifically authorized (i) by thecompany agreement or (ii) a special
authorization approved by a vote of the owners.

110.3Any person,
including a managing director, who knowingly purports to act for the company
without the authority for such act shall be personally liable for all damages
caused by such act to the company and any other person or organization with
whom the unauthorized person has dealt.

110.4Unless
otherwise provided in the company agreement, each managing director of a
company that has two or more managing directors shall have equal authority and
rights in the management of the company.

Article 111

Duty to Maintain Books
and Records and Provide Access

The managing director(s) of a company shall have the duty
(i) to prepare and maintain the company's books and records in accordance with
all applicable Laws and regulations, (ii) to prepare an annual balance sheet
and a written report on the management of the company and to present those to
the owners at the end of each financial year of the company, and (iii) to
provide, during normal business hours, routine and unobstructed access to all
records, books and reports of or regarding the company to any owner who
requests such access for the purpose of reviewing and/or copying such books,
records and reports.

Article 112

Duty of Care and
Business Judgment Rule

112.1A managing
director of a company has a duty to act always: (i) in good faith, (ii) in the
reasonable belief that he/she is acting with proper authority and in the
company's best interests, and (iii) with due and diligent care and attention to
his/her responsibilities.

112.2A person who
has acted as described in paragraph 1 of this Article and who makes a business
judgment in good faith and in a manner that is consistent with those duties
shall not be personally liable for any damages that may arise there from,
unless it is determined that he/she violated his/her duty of loyalty or had a
personal interest in the matter, as defined in Article 113 of this Law.

Article 113

Duty of Loyalty

113.1A managing
director of a company who has a personal interest in a matter affecting the
company has a strict duty (i) to immediately disclose such interest to the
owners and (ii) to act fairly and loyally to the company with respect to that
matter.This duty includes, but is not
limited to, a duty not to use property of the company for his/her personal
needs or profit, not to use confidential information of the company for the
purpose of gaining personal profit, not to take a business opportunity of the
company for himself/herself, and otherwise to serve only the company's interest
in all acts and transactions in which he/she has a personal interest.

113.2A managing
director has a personal interest in an act, decision or transaction if either:

a) he or a family member is a party to or will benefit directly
or indirectly from the act, decision or transaction,

b) he/she has a financial or family member relationship with
a party that has an interest in the act, decision or transaction, or

c) he/she is under the control or influence of a party that
has an interest in the act, decision or transaction, that could reasonably be
expected to affect his/her judgment in a manner that is adverse to the company.

113.3A managing
director who enters or desires to enter into a contract or transaction with the
company shall not be deemed to have violated the above duty, and will not be
personally liable to the company for damages arising from the conflict of
interest inherent in such a situation, if: (i) all material facts concerning
his/her interest are disclosed or known to all of the company's directors or
owners (as appropriate for the decision) and (ii) the contract or transaction
is specifically approved in good faith by all of the owners (or such other
majority vote as may be required by the company agreement) at the meeting or
meetings as may be held by such owners or directors for the purpose of
discussing and voting on whether to approve the contract or transaction.

Article 114

Duty Not to Compete

A managing director of a company shall not directly or indirectly
engage, participate or have an interest in any business activity that is in
competition with the company.The
prohibition of the first sentence includes, but is not limited to, the managing
director's involvement as an employee, consultant, contractor, general partner,
manager, director or controlling owner or shareholder of another business
organization that engages in a business activity that is in competition with
the company.

Article 115

Enforcement of Duties
by Personal or Derivative Court
Action

115.1Any owner of a
company has the right to file a complaint with the Court in the owner's own
name and on the owner's own behalf, or in the company's name and on the
company's behalf, against a managing director to enforce any rights the owner
or the company may have against a managing director for violating his/her
duties to the owner or the company.

115.2If the owner
is seeking the enforcement of the company's rights against a managing director,
all damages awarded against the managing director shall be the property of the
company. If the Court finds that the complaint was validly filed, the Court
shall award in favor of the complaining owner and against the managing director
the owner's reasonable expenses.Such
reasonable expenses shall include the legal fees incurred by the owner in
connection with the preparation, filing and prosecution of the complaint.

Article 116

Persons Owing Duties

Any person who exercises some of the authority of a manager
in the management of the company's business shall be deemed to be a "managing
director" for the purposes of Articles 112-114, whether or not that person has
been elected as a managing director as provided in Article 109 of this Law.

Chapter 9

Dissolution and
Liquidation

Article 117

Events Causing
Dissolution

117.1A limited
liability company shall be dissolved, and its business must be wound up, upon
the occurrence of any of the following events:

a) expiration of the duration (if any) stated in the charter
or another event specified in the charter or company agreement as an event that
causes or requires dissolution or termination of the company's existence,

b) a decision by the owners in accordance with Article 107
of this Law to dissolve or terminate the company;

c) receipt of a Notice of De-Registration from the Registry
as provided for in Article 43of the
present Law;

d) receipt of a Lawful order of the Court that the company
is required to be terminated or dissolved by a provision of the Law applicable
in Kosovo (including, but not limited to, the applicable Law on bankruptcy), if
(i) the time for appealing such order has expired and (ii) no appeal of such
order is pending before a higher court.

117.2If a company's
dissolution occurs pursuant to item "a" or "b" of paragraph 1 of this Article
(a "voluntary dissolution"), the company's business shall be wound up and its
assets liquidated as provided in Article 118 of this Law.

117.3If a company's
dissolution occurs pursuant to item "c" or "d" of paragraph 1 of this Article
and the company is not bankrupt, the Court shall supervise the winding up and
liquidation following the procedures stated in Article 118 of this Law or such
other procedures as the Court considers appropriate.

117.4If a company's
dissolution occurs pursuant to item "d" of paragraph 1 of this Article because
such dissolution is required by the applicable Laws on bankruptcy, the Court
shall apply and follow the provisions of such Laws on bankruptcy governing the
winding up and liquidation of the company.

Article 118

Winding Up and
Liquidation of a Company

118.1Following a
voluntary dissolution as specified in item "a" or "b" of paragraph 1 of Article
117 of this Law, a company shall continue its existence as before but it may
not conduct any business activities except as may be necessary and appropriate
for winding up and liquidating the company, including (i) collecting any money
or property owed to the company; (ii) paying or making arrangements for the
satisfaction of amounts owed to the company's creditors, (iii) selling, after
complying with paragraph 2 of this Article, the non-monetary assets of the
company, and (iv) distributing, after such sale and the satisfaction of valid
creditor claims, any remaining assets among the company's owners.Such activities shall be conducted by the
company's managing director(s), unless the company appoints a professional
liquidator or other person or organization to conduct such activities, the fees
of which may be paid from the monetary assets of the company.

118.2As soon as
practicable, but no later that five (5) business days after the event causing
voluntary dissolution, the company shall file a "Notice of Voluntary
Dissolution" with the Registry pursuant to Article 40 of the present Law.The company shall not sell or distribute of
any of its assets until at least forty-five (45) days after the date such
notice is submitted to the Registry. Any earlier sale or distribution may be
declared null and void by the Court upon the application of any unpaid
creditor.

118.3The Notice of
Voluntary Dissolution shall state, in any official language, (i) that the
company has elected to wind up the company's business and to liquidate its
assets; (ii) the date of the event causing dissolution; (iii) the place at
which creditors' claims must be presented; (iv) the date or dates on which the
company intends to proceed, as permitted by this Article, with the selling and
distribution of its assets, which dates may be any date occurring at least
forty-five (45) days, but not more than (90) days, after the submission of the
Notice of Voluntary Dissolution to the Registry; and (v) the time and place at
which any such sale or distribution is to take place.

118.4Within three
(3) business days after the company submits the Notice of Voluntary Dissolution
to the Registry, the company shall send a copy
of such notice to all of the company's owners and known creditors; and the
company shall allow any secured creditor to take possession of any property in
which such creditor has a security interest.If the company owns property in which a secured party has a security
interest, the company shall surrender the property to the secured party.The secured party shall sell or otherwise
dispose of the property in accordance with the applicable Law governing the
security interest.If the sale or
disposition produces any surplus proceeds, the secured party shall remit the
surplus to the company. "Surplus proceeds" means proceeds that exceed (i) the
amount needed to pay the secured debt and (ii) any additional amount that the
creditor is permitted by Law to retain as a penalty and/or reimbursement for
costs incurred in taking possession of and selling or otherwise disposing of
the concerned property.

118.5During the
thirty (30) day period immediately following the event causing the dissolution,
the company shall (i) complete an examination of its books and records, (ii)
compile an inventory of all its assets and a chart of all its debts, (iii) make
such inventory and chart available for public inspection and review for at
least eight hours per day during each of the five consecutive business days
immediately preceding any date specified in the Notice of Voluntary Dissolution
for the sale of a company asset, and (iv) determine a legally permissible and commercially
reasonable method of selling the assets. Unless the applicable Law requires a
public sale and/or a specific method of sale, the sale may be public or private
and by any commercially reasonable means.

118.6No later than
thirty (30) days following the submission of the Notice of Voluntary
Dissolution to the Registry, the company shall cause to be published in a
newspaper of general circulation in Kosovo, in official languages of Kosovo, an
advertisement not less than one tenth of a page in size containing: (i) the
name of the company and all trade names used by the company, (ii) the
registration number (iii) information regarding the time and place of any
public sale of company assets and/or information regarding the time and place
that a Lawful private sale of company assets is scheduled to occur; (iv)
information regarding the time and place that the inventory of assets and the
chart of debts shall be available for public review, and (v) information
regarding the procedures to be followed by creditors or interested parties for
filing claims and any deadlines for filing claims.

118.7The company
may not postpone a public sale that has been advertised in accordance with
paragraph 6 of this Article.

118.8The company
shall not pay any claim or debt unless such claim or debt is included on the
chart of debts.The company shall assess
the validity of any such claim or debt before it includes the claim or debt on
the chart of debts. Claimants who claim to be aggrieved by the company's
refusal to include a claim or debt on the chart of debts may file a complaint
regarding such refusal with the Court.

Article 119

Distribution of a
Company's Assets in Liquidation

In liquidation, the assets of the company shall be paid out
and/or distributed in the following order of priority set out in the relevant Law
on Bankruptcy.

Chapter 10

Merger

Article 120

Merger Involving a
Limited Liability Company

120.1Pursuant to a
plan of merger meeting the requirements of Article 121of this Law, one or
morelimited liability companies may
merge with or into another company established under the present Law, as
provided in this Chapter.

120.2For this
purpose, a "merger" means a transaction in which one or more companies either
(i) merge into and transfer all of their assets and liabilities into one of
such companies, or(ii) merge into and
transfer all of their assets and liabilities into a new company established
under the present Law, with the effect stated in Article 124 of this Law.

Article 121

Required Contents of
Plan of Merger

121. 1A plan of
merger shall state:

a) the name and the registered office address and registered
number of each company involved in the proposed merger;

b) the name and the registered office address of the
proposed surviving company, meaning the company into which the other company or
companies plan to merge,

c) the material terms and conditions of the proposed merger,

d) for each merging company other than the acquiring
company: a detailed description of the manner and basis that is proposed to be
used for converting the shares or ownership interests of such merging company
into (i) cash (ii) other property, and/or (iii) shares, ownership interests
and/or other securities or debt or other obligations of the surviving company
or of any owner or shareholder of the surviving company; and

e) the full text of the charter and the company agreement or
byLaws of the surviving company that will be in effect immediately following
the merger.

121.2If a joint
stock company is a party to the merger, then any requirements set out in Articles
211-213 of the present Law must also be complied with.

Article 122

Requirements for
Approval of the Plan

122.1In the case of
a limited liability company that is a party to the merger, the plan of merger
must be approved (i) by all of its owners as required by item "i" of paragraph
2 of Article 107 of this Law, or (ii) by any lesser number or percentage of its
owners that has been specified in the provisions of its company agreement if
such provision complies with paragraph 2 of Article 107 of this Law.

122.2In the case of
a joint stock company, the plan of merger must be approved by the vote of its
shareholders required by Article 211 of the present Law.

Article 123

Registration and Effective
Time of a Merger

123.1Upon
completion of a merger, the parties to the merger shall submit the plan of
merger to the Registry in accordance with Part II of the present Law.The Registry shall register such plan of
merger if the plan meets the requirements of Article 121of this Law.

123.2 The merger shall become effective upon its
registration by the Registry in accordance with Article 13 of this Law.

123.3Registration
of the plan of merger by the Registry is a perfunctory and administrative act only
and does not constitute a legal determination by the Registry that the merger
is valid or Lawful.

123.4It is the
strict obligation of the merging companies to ensure, prior to the completion
of the merger, that the merger complies with all applicable legal requirements
and that any approvals required by any Law or regulation have been obtained.

123.5Registration
of the plan of merger shall not constitute a determination by the Registry that
the merger does not violate the rights of an owner, shareholder or creditor.
Any owner, shareholder or creditor who has legal reasons to believe the merger
has violated the rights of such owner, shareholder or creditor, may file a
complaint with the Court seeking (i) damages and/or (ii) if specifically
provided for under a primary normative act, an order declaring the merger
invalid.

123.6Registration
of the plan of merger shall not constitute a determination by the Registry that
the merger complies with any requirements or provisions of any primary
normative act.Any public authority that
has legal reasons to believe that the merger has violated the requirements of a
primary normative act that such public authority has principal responsibility
for enforcing or implementing may file a complaint with the Court seeking, if
and to the extent specifically provided for in such primary normative act, an
order (i) imposing penalties on the merging and/or surviving companies, and/or
(ii) declaring the merger invalid.

Article 124

Effect of a Merger

Upon the effectiveness of a merger as provided for in
paragraph 2 of Article 123 of this Law:

a) the companies that are parties to the merger will be a
single company, which will be the surviving company named in the plan of
merger, and the legal existence of all such companies - except the surviving
company- shall terminate;

b) the surviving company shall become liable for all
liabilities, of any description, of each company that was a party to the
merger;

c) the surviving company shall acquire all rights and interests
to all assets, of any description, of each company that was a party to the
merger;

d) all Lawsuits or other claims against any company that was
a party to the merger and whose existence was terminated by the merger shall be
continued against the surviving company; the surviving company shall - as a
matter of Law - be substituted for any merging company whose existence was
terminated by the merger;

e) The charter of the surviving company shall be the charter
of the surviving company that was set forth in the plan of merger;

f) the company agreement or by laws of the surviving company
shall be the company agreement or by laws of the surviving company that was set
forth in the plan of merger; and

g) the shares or ownership interests of each merging company
that are required by the plan of merger to be converted into the shares,
ownership interests and/or other securities or debt or other obligations of the
surviving company shall be so converted.

Article 125

Merger Involving a
Company and a Foreign Legal Person

One or more foreign legal persons and one or more Kosovo
limited liability companies may merge in the following manner:

a) Each Kosovo limited liability company participating in
the merger shall be responsible for ensuring that the merger is done in a
manner that complies with the applicable requirements of this Chapter; and

b) The surviving business organization shall comply with all
applicable requirements of the present Law and the other elements of the Law
applicable in Kosovo.Without limiting
the general applicability of the foregoing obligation, it is specifically
provided that if the surviving business organization is established under the Laws
of any jurisdiction other than Kosovo, itshall comply in all respects with the applicable provisions of Articles
37 and 38 of the present Law.

PART VII

JOINT STOCK COMPANY

Chapter 1

General Provisions

Article 126

Nature of a Joint
Stock Company and a Share

126.1A joint stock
company is a legal person that is owned by its shareholders but is legally
separate and distinct from its shareholders.A shareholder of a joint stock company is not a co-owner of, and has no
transferable interest in, any property or assets of such company. A joint stock
company may have a single shareholder.

126.2The shares in
a joint stock company are the units into which the ownership interests in the
company are divided.

126.3A share in a
joint stock company is the property of the shareholder.

126.4Subject to
paragraphs 5 and 6 of this Article a share may be freely transferred in whole
or in part, by the shareholder to any person or organization.

126.5 Notwithstanding paragraph 4 of this Article, the
charter may provide for restrictions on transferability, including but not
limited to an absolute prohibition on transfer of shares, directors' or
shareholders' approval of transfers and rights to ensure that where one
shareholder transfers his/her shares others have the right or obligation to do
so. Any transfer in breach of such rules shall be void and ineffective against
the company.

126.6Nothing in Article
126 or in the present Law shall be interpreted or applied in any manner that
impairs the operation or requirements of any other primary normative act of
Kosovo that regulates transactions in securities.

Article 127

Charter Capital

127.1The initial
charter capital of a joint stock company shall be at least 25,000 Euros or such
greater amount as may be required by Article 153 of this Law.

127.2The initial
charter capital shall be paid in to the company in accordance with the
requirements of Article 153 of this Law.

Article 128

Liability Principles

128.1A joint stock
company is liable for all of its debts and other obligations with all of its
assets and property.

128.2No person,
business organization or other organization shall be liable for the obligations
of a joint stock company solely by reason of being a shareholder in that
company.

Article 129

Liability for
Founders' Actions Before Registration

If one or more founders and/or other persons take action on
behalf of a joint stock company before it is registered (including but not
limited to opening bank accounts, purchasing or leasing property, or entering
into contracts or other obligations), the persons taking such action shall be
jointly and severally personally liable for claims and obligations arising out
of such actions, except as otherwise agreed by the concerned third parties.
After the company has been registered, the company may assume liability for any
or all such claims and obligations; in such event, the company shall thereafter
be solely liable for any claims or obligations so assumed.

Article 130

Powers

A joint stock company has the powers necessary to carry on
its business including, but not limited to, the power (i) to sue and be sued;
(ii) to make contracts, borrow money and incur other debts and liabilities;
(iii) to acquire, own, lease, pledge or mortgage, or otherwise dispose of
property; (iv) to acquire, own, pledge, vote, sell, or otherwise dispose of shares
or other ownership or partnership interests in another organization; and (iv)
to designate, appoint and engage officers, employees and agents of the company
and to fix their duties and compensation.

Article 131

Duration

131.1The duration of
a joint stock company is perpetual unless a shorter period is specified in its
charter.

131.2If the duration
of a joint stock company is extended the Registry must be notified and this
must be published by the Registry in its database.

Article 132

Shareholders

A joint stock company may have one or more persons, business
organizations and/or other organizations as its shareholder or
shareholders.

Article 133

Founders' Authority
Ends at Registration

After a joint stock company is registered and exists as a
legal person, any person or organization that has served as a founder of the
company shall have no further authority or role in the company's management or
governance. Notwithstanding the foregoing, if the concerned founder is a
natural person who holds, after the joint stock company's registration, another
position in the company, that person shall have the authority that attends that
position.

Article 134

Acquisition of the
Property of a Founder

If, during the first two years of a joint stock company's
existence, the joint stock company desires to acquire any property or assets of
a founder in return for any type of compensation, the company shall not
complete such acquisition unless and until the shareholders have been given
proper notice, and have approved,of
such acquisition.

Article 135

Restrictions on a
Joint Stock Company's Ability to Subscribe to or Deal with its Own Shares

135.1Except as
expressly permitted by a provision of the present Law, a joint stock company
shall not subscribe to or acquire its own issued or un-issued shares.

135.2If any person
or organization subscribes for or acquires the shares of a joint stock company
on behalf of such joint stock company: (i) the interest of the joint stock
company in that transaction and the concerned shares shall - as a matter of Law
- be null and void, (ii) the joint stock company shall have no liability to pay
for such shares and shall be entitled to the immediate return of any money or
other assets provided in payment for such shares, and (iii) the subscribing or
acquiring person or organization shall be deemed - also as a matter of Law - to
have subscribed for or acquired such shares on that person's or organization's
own behalf, and such person or organization shall be liable for paying for such
shares.

135.3The founders or
in the case of an increase of subscribed capital, the directors, shall also be
personally liable to pay for shares subscribed or acquired in contravention of
this Article, unless they prove that no fault is attributable to them
personally.

Article 136

No Ultra Vires Defense

A joint stock company shall not be permitted to deny or
avoid liability for an act of the company on the basis that the act was not
within the business purposes of the company specified in its charter.

Chapter 2

Charter and By-Laws

Article 137

Charter

A joint stock company is created only upon the registration
of its charter in accordance with Article 35 of the present Law. The charter is
the founding and constitutional document of a joint stock company. No amendment
to the charter shall be legally effective until such amendment is duly approved
by the shareholders and submitted to the Registry in accordance with the
present Law.

Article 138

By-Laws

138.1Every joint
stock company shall also have a set of byLaws containing provisions governing
the management and operation of the company.By way of example but not limitation, the byLaws may contain provisions
(i) specifying the times, places and procedures for the holding and conduct of
shareholder meetings and board of directors meetings, (ii) specify the rights
and procedures to be observed by the company when conducting a vote by
shareholders or directors at such meetings, (iii) the titles and specific
duties of the company's officers and directors, and (iv) forms for share
certificates.

138.2The byLaws may
be adopted, amended or repealed by either the shareholders or the board of
directors unless the charter specifies that such power is reserved exclusively
to the shareholders.In no event may the
directors amend, repeal or alter, by any action, a byLaw that has been adopted
by the shareholders unless the concerned byLaw explicitly provides the board of
directors with such authority.

Article 139

Charter Controls Over
By-Laws

If there is a conflict between the company's charter and its
byLaws, the charter shall prevail.In
such event, the inconsistent provision of the byLaws shall be deemed repealed
or modified to the extent necessary to eliminate such inconsistency.

Article 140

Organizational Meeting of a Joint
Stock Company

Immediately after a joint stock company is registered, the
initial directors named in the charter shall hold an organizational meeting to
complete the organization of the company by appointing the company's initial
officers and carrying on any other appropriate activities within the directors'
authority.

Chapter 3

Shares and Other
Securities

Article 141

Common and Preferred
Stock; Par value; No Bearer Shares

141.1A joint stock
company may issue two types of stock, common stock and preferred stock.A company must have common stock and must
issue at least one share of common stock. A company's preferred stock (but not
its common stock) may be divided into two or more classes with different rights
and preferences.

141.2The shares of
every type and class of stock must have a stated par value If a share has
astated par value then it must be at
least one (1) Euro cent.The stated par
value of any share of stock, common or preferred, may be - but is not required
to be - higher that one (1) Euro cent.

141.3Every share of
common stock shall have the same par value as the other shares of common
stock.Every share of any specific class
of preferred stock shall have the same par value as the other shares of that
class.

141.4Shares of the
company's common stock may not be converted into shares of the company's
preferred stock or any other security of the company.However, shares of the company's preferred
stock may be convertible, if the charter so provides, into shares of the
company's common stock or into shares of other classes of the company's
preferred stock.

141.5A joint stock
company shall not have any authority to issue, and shall not issue, bearer
shares or other bearer securities.Any shares
or securities issued in violation of this Article, and any purported rights or
claims arising from such shares or securities, shall be null, void and
unenforceable.

Article 142

Authorized and Issued
Stock

142.1A joint stock
company's charter shall state the exact number of the company's authorized
shares of common stock and the exact number, if any, of the company's
authorized shares of preferred stock.If
more than one class of preferred stock is authorized, this must be specified in
the charter along with the exact number of each class so authorized.

142.2The number of
authorized shares of any type or class may be changed only by an amendment of
the charter that has been adopted in accordance with the applicable
requirements of the present Law.

142.3A joint stock
company may only issue shares that have been authorized by its charter.

142.4A joint stock
company may issue any number of shares of any type or class authorized by its
charter up to the maximum number specified in the charter for that type or
class.

142.5The
decision to issue authorized shares and the determination of the number, time
and other terms of any such issuance, may be made only by the company's
shareholders unless and except to the extent thatthe company's charter or byLaws or a
shareholders' resolution confers such authority on the board of directors.

Article 143

List of Shareholders

143.1Every joint
stock company shall keep a list of its shareholders that (i) specifies the name
and address of each of its current shareholders and the number of the type and
class of shares currently held by such shareholder and (ii) provides the other
shareholder information required to be recorded in such list by the present
law.A company shall promptly record
such shareholder information in such record.

143.2If the company
has issued the shares to the shareholder it shall immediately record the
required information in the list.

143.3If a
shareholder has received shares from another shareholder, the company shall
record the required information not less than three days after the company has
received proper notice of the transfer of the shares and the identity of both
the transferor and the transferee.If
shares involved in the transfer have been certificated, delivery to the company
of the share certificates bearing the transferor's signature and indicia of the
transferor's transfer of such shares to the transferee shall be proper
notice.If shares involved in the
transfer have not been certificated, delivery to the company of an affidavit
signed by the transferor stating that the transferor has transferred such
shares to the transferee shall be proper notice.

143.4If a company
fails or refuses to promptly and properly record the required shareholder
information in the shareholder list within the applicable time limit, the
concerned person or organization may file suit in the Court for an order to
compel the company to record such information and to formally recognize the
person's or organization's status as a shareholder.The Court has the jurisdiction and authority,
upon the request of a person or organization claiming shareholder status or
upon the request of the company:

a) to determine the proper owner of the shares and the day
on which such owner's information should have been recorded in the shareholder
list;

b) to order the company to record such owner's information
in the shareholder list; and

c) to award damages as the Court deems appropriate; such
damages may include, if the court finds in favor of a transferee shareholder,
damages payable by the company to the transferee shareholder that resulted from
the company's failure or refusal to promptly and properly record the transferee
shareholder's information in the shareholder list, including any damages
arising from any consequent loss by the transferee shareholder of a right to
vote or receive dividends or to transfer the shares.

Article 144

Shareholder Access to
Documents

144.1Any
shareholder of record shall have the right to examine a joint stock company's
list of shareholders or itscharter or
by laws at the principal place of business of the company.

144.2To exercise
the right established byparagraph 1 of
this Article, a shareholder of record shall first deliver to the company a
written request stating that such shareholder desires to review thereferenced documents.If the shareholder is an organization, it
shall specify in such request the name or names of the person(s) who are
authorized to perform the examination of the afore-mentioned documents on
behalf of the organization.

144.3If a company
fails or refuses to permit such examination within five calendar (5) days after
such a request is delivered, the shareholder may file suit in the Court for an
order to compel the company to permit such examination.The Court is hereby vested with the
jurisdiction and authority to issue such an order.

Article 145

Certificated and
Un-Certificated Shares

145.1A share or
shares of a joint stock company may be certificated (represented by a stock
certificate) or un-certificated.

145.2If a share or
shares are certificated, the share certificate shall state (i) the name of the
person or organization to which the certificate is issued, (ii) the number of
shares represented by the certificate and the progressive number of the
certificate, (iii) the type of shares (common or preferred) represented by the
certificate, (iii) if the concerned shares are a specific class of preferred
shares, an indication of that class, and (iv)(iv) if the concerned shares are preferred shares or a class of
preferred shares, a statement setting forth the rights (including a specific
indication as to whether and to what extent the shares have voting rights) and
preferences of those shares as stated in the company's charter.

145.3Unless
otherwise provided in a joint stock company's charter, the board of directors
may determine that some or all of its certificated shares shall thereafter be
un-certificated shares.

145.4Certificated
and un-certificated shares of the same type and class shall have identical
rights.

Article 146

Rights of Common Stock
Shareholders

Except as specifically restricted elsewhere in the present Law,
the holder of a share of a joint stock company's issued and outstanding common
stock shall have the same rights as any other holder of such a share, including
- but not limited to:

a) the right to receive notice of and to participate in any
shareholder meeting ;

b) the right to cast one (and only one) vote per share of
common stock held on each matter voted on at such a meeting;

c) the right to receive an equal dividend for each share of
common stock held;

d) upon liquidation of the company, the right to receive an
equal distribution for each share of common stock held; and

e) any other rights created by the presentLaw or the charter or the byLaws of the
company.

Article 147

Rights of Holders of
Preferred Stock

147.1All rights and
preferences of each class of a joint stock company's preferred stock must be
stated in full in the company's charter.Such rights and preferences mayinclude:

a) a preference over
the holders of shares of the company's common stock as to dividends;

b) a preference as to distributions upon the liquidation of
the company;

c) special voting rights or no voting rights;

d) the right to convert those shares into shares of the
company's common stock or into shares of another class of the company's
preferred stock;

e)the right to
require the company to redeem those shares if the terms and conditions of such
right to require redemption ";and"

f) other rights and preferences to the extent not prohibited
by the present Law.

147.2The holder of
a share of a class of a joint stock company's issued and outstanding preferred
stock shall have the same rights and preferences as any other holder of such a
class of share

147.3Except as
stated in the charter, holders of preferred stock shall have the right to vote
at a shareholder meeting.

Article 148

Securities Other than
Stock, Securities Convertible into Stock, and Options to Acquire Stock

148.1Subject to
paragraph 2 of this Article and any prohibition or restriction specified in a
company's charter, a company may create and issue securities other
than shares of stock, including (i) bonds, (ii) securities that are convertible
into shares of stock, and (iii) options to acquire shares of stock. An option
to acquire shares of stock is a security that gives to its owner the right to
acquire a specific number of shares of a specific type - and, if applicable,
class - of stock at a specific price within a specific period of time.

148.2No securities
that are convertible into shares of stock and no options to acquire shares of
stock may be issued unless the authorized number of the concerned shares of
stock, as specified in the company's charter, is sufficient to cover both (i)
the future issuance of the concerned shares of stock, (ii) the future issuance
of any shares of stock that are issued on other convertible securities and
options already issued and (iii) all other shares of stock already issued.

148.3Whenever a
company issues securities that are convertible into shares of stock or options
to acquire shares of stock, the company shall note on the company's shareholder
list the name and address of each holder of such a security or option and the
number of authorized shares that is required by the company to honor the
concerned conversion or acquisition rights of such holder.Until the expiration of the period of
effectiveness of such a holder's conversion or acquisition rights, the company
shall maintain in its treasury that number of authorized shares needed to honor
those rights.

148.4The decision
to issue convertible securities or options referred to in this Article, must
comply with the requirements of paragraph5 of Article of this Law.

Article 149

Payment for Shares and
Other Securities

149.1Except in
relation to employee share schemes, a joint stock company may not issue or sell
any of its stock or securities except in a transaction where the company immediately
receives (i) full payment of the subscription price or (ii) partial payment in
accordance with Article 150 of this Law.

149.2Except as may
otherwise be provided in the charter or in a shareholders' resolution or
Employee Share Scheme adopted in accordance with the present Law, such
subscription price may be paid with money or with other tangible or intangible
property or rights of value.If payment
is to be made in any form other than money, the prospective shareholder of the
company has an obligation to engage an outside, independent, regulated
appraiser who shall compile and deliver to the board of directors a report
assessing the fair and reasonable value of the property offered as payment and giving
a formal opinion as to whether such value is at least sufficient to cover the
purchase price of the stock or security to be issued or sold. The report shall
contain at least (i) a description of the property or rights being offered as
payment, (ii) a description of the methods of evaluation used by the appraiser
and (iii) a statement by the appraiser that the value arrived at by such
methods is at least equal to the subscription price.

149.3Except as may
otherwise be provided in a shareholders' resolution or Employee Share Scheme
adopted in accordance with the present Law, a joint stock company may not
accept labor or services - whether performed in the past or to be performed in
the future - as payment, in whole or in part, for a share of stock or other
security of the company.

Article 150

Part Payment for Stock

150.1Within the
first 30 days following its initial registration, a joint stock company may
issue all or any part of its shares of stock in return for partial
payment,but only if there is a written
agreement between the shareholder and the companyproviding (i) any and all payments for such
shares must be made in cash and not in kind, (ii)not less than 25% of the Par value of the
shares must be paid within 30 days of the company's initial registration, and
(iii) the unpaid balance must be paid by a date that is no more than two (2)
years from the date of the company's initial registration.

150.2Except in the
case of shares issued pursuant to an Employee Share Scheme adopted in
accordance with the present Law, shares issued in the course of an increase in
charter capital must be paid up in full and may not be issued as partly paid
stock.

150.3With respect
to any partly paid share of stock, the following shall be recorded in the
company's shareholder records and, if such share is certificated, on the share
certificate: (i) the total amount of the purchase price of such share; (ii) the
amount that has been paid at the time of issuance, and (iii) any amount that
has been paid subsequent to the time of issuance and the time of such
payment.

150.4The voting
rights and all other rights of a partly paid share of stock, including rights
to receive dividends and distributions, shall be reduced as necessary to
reflect the percentage of the purchase price that has not yet been paid for
that share.

150.5Without
prejudice to the general applicability of paragraph 4 of this Article, it is
specifically that if a joint stock company declares a dividend on a type or
class of shares, the company shall also declare a dividend on the partly paid
shares of that type or class of shares, but the dividend payable on such partly
paid shares shall be reduced to reflect the percentage of the purchase price
that has not yet been paid for that share.In such a case the company shall have the right, at its option, to
either (i) pay such reduced dividend to the shareholder in question, or (ii)
retain such dividend and apply it toward the amount still owed by the
shareholder for that share.

Article 151

Liability of a Holder
of Partly Paid Stock

151.1Each
holder/debtor of partly paid shares shall be liable to the company for the
unpaid balance.

151.2If a
holder/debtor of partly paid shares fails to immediately pay any amount when
due under the written agreement required by paragraph 1 of Article 150 of this Law,
the company may declare the forfeiture of the shares in whole or in part
(unless this would negatively affect a person or organization who acquired some
or all of the shares without knowing of their partly paid status) and/or
immediately proceed to collect the unpaid balance by filing a complaint with
the Court against the shareholder/debtor for the amount due.The "amount due" shall include (i) interest
on the amount due (,including any accrued but unpaid interest)that the holder/debtor failed to pay, such
rate calculated at the Central Banking Authority of Kosovo published lending
rate plus (ii) all expenses reasonably incurred by the company in preparing,
filing and prosecuting the complaint or in conducting the sale.

151.3A person or organization
that has acquired partly paid shares shall not be liable for the unpaid amount
unless the acquirer had prior knowledge or notice that such shares were not
fully paid.If the acquirer had such
notice or knowledge, the acquirer shall be jointly and severally liable with
the original holder/debtor for the whole of the unpaid amount.If the acquirer did not have such notice or
knowledge, the original shareholder/debtor shall remain wholly liable for the
unpaid amount.

151.4A pledgee of
partly paid shares shall not be liable for the unpaid amount simply because of
the pledgee's status as pledgee.If,
however, the pledgee acquires the partly paid shares, the rules of paragraph 3
of this Article shall be used to determine pledgee's liability for the unpaid
amount.

Article 152

Preemptive Rights to
New Shares

152.1As provided in
this Article and except in relation to an Employee Share Scheme, a holder of a
share of stock shall have preemptive rights to acquire shares of the same type
- and, if applicable, class - of stock whenever the company issues new shares
of such stock.

152.2The
pre-emptive rights of a holder established by paragraph 1 of this Article are
not unlimited.Such rights shall be
exercisable by the holder only with respect to that percentage of the new
shares that is equal to the holder's existing percentage ownership of the
already issued and outstanding shares of such stock of such class.A holder may exercise his pre-emptive rights
in whole or in part.

152.3 The pre-emptive rights established by this Article may
not be restricted or withdrawn by the charter or the by laws, however the
rights may be restricted or withdrawn by a shareholder resolution which is
adopted by at least two thirds the holders of the concerned type and class
present. There shall be a separate vote for each class of shareholders affected by
the transaction.

This vote shall take place after a report has been presented
by the directors setting out (i) the reasons for the restriction or withdrawal
of the pre-emption and (ii) the reasoning used by the board of directors in
setting the price for the shares to be issued. This report shall be drawn up by
an independent regulated valuation expert.

152.4The preemptive
rights established by this Article only apply to actual holders of shares of
stock as recorded in the company's shareholder list and records.It is specifically provided that ownership of
an option to acquire a share of stock or a security that is convertible into a
share of stock does not give rise to any preemptive rights created by this Article.

152.5 Where a new issue is proposed, the company shall give
each existing shareholder advance notice of the proposed issuance stating at a
minimum (i) the number of shares to be issued, (ii) the proposed price or
method of determining the price of issuance, and (iii) the period and procedure
for exercising the preemptive rights, provided that such period shall not be
less than 14 calendar days. All rules and procedures governing the exercise of
such preemptive rights shall be uniform for all shareholders having such
rights.

152.6Unless
otherwise (and except to the extent) provided in the company's charter, the
rules on pre-emptive rights shall not apply to the following:

a) the issuance of the preferred stock, except for preferred
stock which is convertible into or carries a right to subscribe for or acquire
common stock;

b) any shares authorized by the company's charter that are
issued within six months after the company's initial registration; or

c) any shares issued in accordance with an Employee Share
Scheme adopted in accordance with the requirements of the present law) shares
issued in relation to an Employee Share Scheme adopted in accordance with the
requirements of the present Law.

152.7Shares subject
to preemptive rights that are not acquired by existing shareholders pursuant to
such rights may be issued to any person for a period of one year after having
been offered to existing shareholders under this Section 152. The company's
board of directors shall set an issue price which is not lower than 90% of the
price previously set for the exercise of preemptive rights. If the board of
directors wishes to issue the shares at a lower price or to issue shares after
the expiry of the one year period, then the pre-emptive rights provided for in
this Section 152 shall apply in full.

Chapter 4

Charter Capital

Article 153

Amount, Subscription
and Payment; Relationship to Par Value

153.1"Charter capital" of a joint stock company shall be the
greater of (i) 25,000 Euros or (ii) the aggregate par value of all shares
(i.e., the number of shares multiplied by the par value of each share) issued
by the company at the time of its registration. Charter capital represents the
minimum amount that that is to be available to satisfy the claims of the
company's creditors.

153.2 If another primary normative act establishes or
expressly authorizes a public authority to establish a higher charter capital
requirement for banks, financial institutions or insurance organizations the
higher charter capital requirements so established shall prevail over Section
153.1.

153.3 A joint stock company may issue a share of stock for a
price higher than its par value, in which case the excess amount shall not be
charter capital but shall be a share premium to be recorded by the company in a
share premium account.A company may not
issue a share of stock for a price lower than its par value.

153.4 No public offering of the shares of a joint stock
company may be made until the charter capital has been fully paid.No shareholder may be released from the
obligation to pay for shares except via the procedures and rules relating to a
decrease of capital.

Article 154

Increase of Charter Capital

154.1 A
company may
increase its charter capital by amending its charter in accordance with the
present law to provide for such increase.It may achieve the specified increase by (i) further amending the
charter to increase the specified par value of its common shares and/or one or
more classes of its preferred shares, if it is authorized to issue such
preferred shares, or (ii) by issuing additional shares, subject to the
authorized maximum specified in the charter, for lawful and adequate
compensation. A company may increase its charter capital only after the initial
charter capital has been fully paid in.

154.2 The par value of issued shares may be increased
without corresponding increase of consideration from shareholders provided
there is sufficient capital in the share premium account.The company's share premium account shall
then be reduced by an amount that is equivalent to the increase in the par
value of the concerned shares.

154.3 Subject to the authorized limits and terms established
by the charter, decisions relating to the issuance of additional shares and/or
the determination of the number, timing and other terms of such issuance, may
be made only by the company's shareholders, unless and except to the extent
that the company's charter specifically confers such authority on the board of
directors.If the charter requires that
the shareholders' first adopt a resolution that authorizes the board of
directorsto issue such additional shares
(subject at all times to the authorized limit establishedby the charter), the authority provided by such a resolution
shall, by law, expire one year from the date of the resolution, unless the
resolution provides for an earlier expiration of such authority.The authority may be renewed one or more
times by the shareholders. Where the authority is conferred on the Board of
Directors by a shareholder resolution, there shall be a separate shareholder
vote for each class of shareholders affected by the issuance.

154.4 If the additional shares are not fully subscribed, the
share capital shall be increased only by the amount of the subscriptions
actually received, but only if this was specifically foreseen and permitted by
the conditions of issue.

154.5 No increase in the number of authorized shares or in
the par value of authorized or issued shares shall be made unless such increase
is clearly authorized by a an amendment to the company's charter that has been
duly adopted and approved by the shareholders.Such an amendment shall be effective only upon registration with the
Registry in accordance with Section 36.

154.6 If a special law governing banks, financial and/or
insurance organizations specifically establishes other procedures and rules
governing changes to the charter capital of such institutions, such procedures
and rules shall be applicable.

Article 155

Decrease of Charter Capital

155.1
Subject to the minimum specified in Section 153.1 and, if applicable, Section
153.2, acompany may decrease its charter capital by
amending its charter in accordance with the present law to provide for such
decrease. It may achieve the specified decrease by: (i) further amending the
charter to decrease the specified par value of its common shares and/or one or
more classes of its preferred shares, if it is authorized to issue such preferred
shares, or (ii) by reacquiring and then canceling issued and
outstanding shares and lowering or eliminating the charter capital represented
by such shares.Except in the case of a
decrease arising out of an Employee Share Scheme, such a decrease may only
occur (i) if required by an order of the Court which shall first take into
account the interests of all the shareholders including any different treatment
between classes and the interests of the creditors and the solvency of the
company or (ii) if at least two thirds of the shareholders entitled to vote
approve the decrease. There shall be a separate vote for each class of
shareholders affected by the decrease.

155.2 A
detailed notice regarding a decrease in charter capital shall be published
twice within a one week period that occurs more than 60 days prior to the
effective date of such decrease.Such
notice shall be published in at least one newspaper of wide circulation in
Kosovo in order to notify creditors whose claims predate the decrease. Such
creditors shall have at least 21 days to apply to the company for additional
security or to request the company not to execute the decrease in charter
capital. If a creditor remains unsatisfied about the reduction, then he/she may
apply to the Court for an appropriate remedy for his/her debt. The Court may
decide no such remedy is necessary if it is satisfied that (i) the company is
solvent and (ii) the assets of the company are sufficient to satisfy this and
other debts of the company of equivalent security ranking.

155.3
Pending resolution of any court application under Section 156.2, no decrease
shall be effective and no distribution to the shareholders shall be made

155.4 A
company may not waive an obligation of shareholders to pay in full for partly-paid
stock in connection with a decrease in charter capital, unless the company
provides for the payment of creditors whose claims predate the reduction.

155.5If the value of a company's net assets after its second or
any subsequent financial year is less than its established charter capital, the
company shall make an appropriate decrease of its charter capital, but not
below the applicable minimum as specified in Sections 153.1 or, if applicable,
Section 153.2. If the value of the net assets, as established by applicable
accounting standards, is at any time less than the minimum charter capital
required in Section 153.1 or less than half the company's charter capital, the
company shall call a shareholder meeting to consider a decision to dissolve the
company and liquidate its assets under Section 229 unless adequate new capital
can be invested.In any event the
company shall be subject to the rights of creditors under applicable bankruptcy
laws.

155.6 Companies need not follow the above procedures regarding
a reduction in charter capital if the purpose of the reduction is to offset
losses incurred and the reduced capital is put in a reserve which following the
reduction is not more than 10% of the reduced charter capital and this reserve
is not distributed to shareholders in any form nor used to discharge
shareholders from their obligations to make payments in.

155.7A decrease in
charter capital must be stated in an amendment to the company's charter that
has been duly approved by the shareholders and shall be effective only upon the
filing and registration of the amended charter with the Registry.

Article 156

Share Splits,
Reverse-Splits and Cancellations That Do Not Change Charter Capital

156.1 Subject to Section 156.5, a company may convert all, but
not less than all, of the shares of any type or class of its stock into two or
more shares of the same type or class, and simultaneously reduce the par value
of the shares of such type or class so that the company's charter capital is
not changed.

156.2 Subject to Section 156.5, a company may combine all,
but not less than all, of the shares of any type of class of stock into a
smaller number of shares of such type of class, and simultaneously increase the
par value of the shares of such type or class (and require payment in) so that
the company's charter capital is not changed.

156.3 Subject to Section 156.5, a company may cancel shares
which have been re-acquired by it and simultaneously in accordance with the
rules on capital increases and payments (including Section 150 requiring full
payment of the par value), increase and require payment in of the par value of
other shares,so that the company's
charter capital is not changed.

156.4 Any change referred to in this Section 156 must be
stated in an amendment to the company's charter that has been duly approved by
the affected shareholders and shall be effective only upon the filing and
registration of the amended charter with the Registry.

156.5A company may
not take an action referred to in this Section 156 if it dilutes or otherwise
adversely affects the rights of owners of options to acquire shares of the type
or class in question, except with the consent of the option holders.
Furthermore, any action under this Section 156 shall require the consent of at
least half of the votes of the eligible members of the affected class(es) in a
General Meeting and there shall be a quorum requirement of at least 50% of the
shareholders in the relevant class.

Article 157

Redemptions or
Withdrawals of Shares

157.1 A company's common stock shall not be redeemable.A company may redeem issued and outstanding
shares of a class of its preferred stock, but only if, and only to the extent,
(i) the terms of the concerned class of preferred stock, as specified in the
charter, expressly indicate that the shares of such class are redeemable, and
(ii)the shares to be redeemed have been
fully paid.

157.2 The company shall not use any loan or similar debt
financing to pay for redeemed or reacquired shares.The company shall only pay for such shares
out of its capital surplus.A redemption
or reacquisition is prohibited if it will negatively affect the company's
stated capital.

157.3 Any shares that have been redeemed by the company
shall thereafter carry no voting rights, rights to distribution or any other
rights.Such shares shall be immediately
immediately cancelled by the company unless the charter specifically authorizes
the company to hold such shares in the company's treasury.

157.4Any shares of
the company - regardless of how they were acquired or created - that are held
by the company whether in its treasury or otherwise, directly or
indirectly,shall have, as long as they
are so held by the company, no voting rights and no rights to receive any distributions.

157.5No person or
organization, including the company, its board of directors, mangers and other
employees shall have any right or authority to vote or attempt to vote,
directly or indirectly, any shares that are held by the company in its treasury
or otherwise, directly or indirectly.

157.6The provisions
of this Section 157 are mandatory and shall prevail over any contrary provision
of the company's charter or bylaws.

Chapter 5

Distributions

Article 158

Dividends

158.1 A company's board of directorsmay, if authorized by the charter or a
shareholders' resolution, declare and pay dividends on all, but not less than
all,of the issued and outstanding shares
of any type or class of its stock.The
board of directors may take such action at any time.

158.2 A dividend on stock of any type or class must be paid
pro rata to all holders of that type or class of stock

158.3 Dividends may be paid in money or other property
including stock or other securities of the company or of other issuers, unless
otherwise provided in the company's charter and provided that any rules
regarding increases in capital are followed

158.4 A dividend payable in shares of the company's stock
shall be paid by issuing such shares pro-rata to the holders of the class or
type of stock receiving the dividend.

Article 159

Procedure for
Authorizing Dividends

159.1A decision to
authorize and pay dividends may only be made by the shareholders unless the
power to make that decision is conferred on the board of directors in the
company's charter.

159.2Each decision
to authorize a dividend shall specify the amount of the dividend, the record
date for determining the shareholders entitled to the dividend (which must be
after the date of the decision authorizing the dividend), and the date on which
the dividend will be paid, and the company shall notify the persons entitled to
receive the dividend of the decision and such specific matters.

Article 160

Company Acquisition of
its Own Stock

160.1A company may
acquire its own outstanding stock or other securities at any time with the
agreement of the holders of such securities.Shares so acquired shall be authorized but unissued shares, except that
if the charter prohibits the reassuranceof the reacquired share the number of authorized shares shall be reduced
by the number of shares acquired.

160.2A company's
decision to acquire its own stock may only be made by the shareholders
following the procedure in Section 161.

160.3A company may
acquire part, but not all, of the issued and outstanding shares of its common
stock.A company may acquire part or
all of its other issued and outstanding shares and securities.

160.4A company may
not acquire its own issues and outstanding stock if and to the extent that the
aggregate par value of the stock being acquired exceeds 10% of the company's
charter capital.

160.5A company may
acquire only those issued and outstanding shares of its stock that have been
fully paid.

160.6A company may
pay for its stock or other securities thus acquired with money, securities or
other property.

160.7 The procedures and rules relating to acquisition of
its own stock shall not apply if the reacquired shares:

(a) are exclusively to be
offered to employees pursuant to an Employee Share Schemes;

(b) if the reacquired shares
have been forfeited by
a shareholder for failure to make full payment for the shares; or

(c) if
the reacquired shares are fully- paid up shares that are acquired by the company pursuant to a a
court order requiring the shareholder to transfer the shares to the company in
full or partial payment of a debt owed to the company by the shareholder.

160.8If an
acquisition specified in Section 160.7 will have the effect of reducing the net
assets of the company below the amount of its published charter capital plus
any non-distributable reserves, the acquisition may only be consummated if the
procedures on a decrease of capital are followed.

160.9Shares acquired
under Section 160.7 shall be held by the company in its treasury and shall not
have any voting rights or rights to distributions while they are held by the
company.

160.10Shares
acquired pursuant to Section 160.7(a) must be issued to employees, in
accordance with the Employee Share Scheme, within one year after their
acquisition.Any such shares that are
not issued within that one year period shall be cancelled (following the
decrease in capital procedure).

160.11Shares
acquired pursuant to Section 160.7(b) or (c) may be sold and re-issued, within
one year after their acquisition, to any person or organization that pays the
full purchase price of such shares.The
board of directors shall have the authority to establish the purchase price for
such shares; provided, however, that the method for calculating such purchase
price shall be fair and reasonable and disclosed in writing: (i) immediately to
any shareholder who requests it, and(ii) to all shareholders at the next general meeting of the
shareholders.Any such shares that are
not sold and issued within the specified one year period shall be cancelled
(following the decrease in capital procedure).

Article 161

Procedure for
Acquisition of Own Stock

161.1In order to
proceed with an acquisition of its own shares, a company must first be
authorized by a shareholder resolution approving such acquisition.Such resolution must be approved by a
majority of the votes of (i) all of the shares which are represented and
entitled to vote at the meeting and (ii) all of the shares of the type(s) or
class(es) to be acquired which are represented and entitled to vote at the
meeting, excluding in each case the votes of shares belonging to shareholders
whose shares are to be acquired; provided, however, that this exclusion shall
not apply if the resolution involves a proposed acquisition of shares from all
holders pro rata.

161.2The decision
shall specify the maximum number of shares to be acquired, the duration of the
period for which the authorization is given, which may not exceed 18 months,
the minimum and maximum purchase price (or manner of calculating the purchase
price), and the identity of the shareholders from whom the shares are to be
acquired, except in the case of a decision to acquire shares from all holders
pro rata.

161.3If two thirds
of the members of the board of directors formally decide that the purchase is
necessary to avoid a risk of serious and imminent harm to the company and the
holding of a shareholder meeting is not practical before the acquisition, then
the board of directors may proceed with the purchase without such shareholder
approval, provided that in any event after any acquisition the board of
directors shall report it to the shareholders at the next annual meeting of
shareholders stating the reason for it, the number of shares acquired, the par
value of the shares, the proportion of the charter capital they represent, and
the consideration paid.

Article 162

Procedure for
Acquisition of Shares Pro Rata From
All Shareholders

162.1If a company
offers to acquire shares from all holders of such shares pro rata in proportion
to the number of such shares belonging to each shareholder that that
shareholder offers for sale, the company shall provide all such holders with a
notice stating the number of shares to be acquired, the purchase price (or
manner of calculating the purchase price), the procedure for payment and date
of payment, and the procedure and the deadline date for all shareholders to
offer their shares for sale to the company, which last date shall be at least
30 days after the date of the notice in the case of companies with more than
100 holders of common stock.

162.2If the total
number of shares offered for sale to the company exceeds the number of shares
that the company has offered to acquire, the company by decision of its board
of directors may acquire a larger number of shares up to the total number
offered for sale by the shareholders.

162.3If the total
number of shares offered for sale to the company exceeds the number of shares
that the company will acquire, the company shall acquire shares from each
shareholder in proportion to the number of shares that that shareholder offers
for sale, except where necessary to avoid acquiring fractional shares.

Article 163

Status of Reacquired
Shares

163.1Shares reacquired
by a company will be owned by the company and may be reissued to other parties
by the company in accordance with the present Law, until and unless they are
cancelled (and the number of authorized shares and the charter capital
accordingly reduced) by amendment of the company's charter.

163.2While such
shares are owned by the company:

a) they will not be entitled to vote or be counted toward a
quorum in a shareholder meeting, and

b) they will not be entitled to receive dividends or other
distributions or to be counted in calculating the per-share amount of any
dividends or other distributions to which shareholders are entitled.

163.3 Any shares acquired in breach of Articles 160 and 161
of this Law shall within one year of their acquisition either (i) be disposed
of or (ii) cancelled by following any applicable procedures regarding a
decrease in the company's capital.

.

Article 164

Restrictions on
Distributions and Payments for Acquisition of Own Stock

164.1A company may
not pay a dividend on its common or preferred stock, and may not pay any amount
to acquire any of its stock or any options to acquire its stock or securities
convertible into its stock, if either:

a) after giving effect to the payment, the net assets of the
company would be less than the sum of the company's subscribed and paid in
charter capital (which for this purpose includes paid-in amounts in the
company's share premium account, if any) plus any reserves which may not be
distributed to shareholders under Law or the company's charter, or

b) after giving effect to the payment, the company would be
insolvent or unable to pay its debts and other obligations as they become due
in the ordinary course of the company's business, or

c) the payment would exceed the amount of the company's
profits in the immediately-preceding financial year plus any profits brought
forward and sums drawn from reserves available for this purpose, less any
losses brought forward and sums placed in reserves in accordance with the
present Law or the company's charter.

164.2A
determination that a distribution is permitted under this Article must be based
on financial statements prepared in accordance with applicable Laws on
accounting standards and on accounting principles that are reasonable in the circumstances
and, in the case of valuation of non-monetary assets, on a fair and independent
valuation that is reasonable under the circumstances. In the case of interim
dividends, interim financial statements should be drawn up.

Article 165

Personal Liability of
Shareholders and Directors for Prohibited Distributions

165.1A shareholder
who receives a prohibited distribution and who knew at the time that the
distribution was prohibited or could have been assumed to know by virtue of
readily available and understandable information, shall be personally liable to
the company for return of the amount of the distribution.

165.2The directors
of a company who vote for or assent to any prohibited distribution shall be
jointly and severally liable to the company for the amount of the distribution.

Article 165A

Company not to Finance
Acquisition of itsOwn Securities

165A.1 A joint stock company may not lend or provide money
or any type of credit (including pledging its own shares which it is holding)
to any person or organization for the purpose of enabling that person or
organization to purchase or acquire, directly or indirectly, whether from the
company or a third party, any share of stock or other security of the joint
stock company

165A.2 This prohibition shall not apply to transactions
concluded by banks and other financial institutions in the normal course of
business, nor to transactions relating to an Employee Shares Scheme, provided
that the acquisition would not lead to the net assets becoming less than the
charter capital plus non-distributable reserves.

165A.3A joint stock
company shall not accept its own shares as security for any obligation owed to
the joint stock company by another person or organization.

Chapter 6

Board of Directors and
Officers

Article 166

Board of Directors

Every company shall have a board of directors.The business of the company shall be managed
by or under the direction of its board of directors as provided in this
Chapter.

Article 167

Qualifications of
Directors

Every director shall be a natural person. A company's
charter may prescribe other requirements for qualification as a director. A
director need not be a resident of Kosovo unless the company's charter so
prescribes. A director need not be a shareholder of the company unless the
company's charter so prescribes.

Article 168

Compensation of
Directors

A company may pay compensation to directors and reimburse
directors for their reasonable expenses in serving the company as its
directors. A decision to provide such compensation or reimbursement and
approval of the amount and main conditions thereof may only be made by the
shareholders or by an external committee to which shareholders delegate such
power. This shall be done for each renewal or change of the directors'
terms.If it has delegated such
decision, then the decision shall be disclosed to the shareholders at the
next-following shareholder meeting.

Article 169

Authority and
Competence of the Board of Directors

169.1The competence
of a board of directors shall include the making of decisions on all matters
except decisions which are reserved to the shareholders by Law or by the
company's charter. Subject to such reservations, the following matters are
included within the exclusive competence of the board of directors: approving
overall business strategy plans for the company; convening annual and
extraordinary shareholder meetings; preparing the initial agenda of a
shareholder meeting; determining the record date for the list of shareholders
entitled to participate in ashareholder
meeting; issuance of shares within the limits stated in the company's charter
or by shareholder decision for each type and class of shares, when that power
is conferred on the board of directors in the company's charter or by
shareholder decision; issuance of bonds, options to acquire shares and other
securities; hiring of the officers/senior managers of the company, approval of
the terms of agreements between such senior managers and the company,
establishing their; determination of the remuneration of and other terms of
agreements with the company's auditor; determining the amounts of and the
record dates, payment dates and procedures for dividend payments; approval of
the company's annual report, annual balance sheet and annual profit and loss
account which shall then be submitted to the shareholders for approval; and
deciding any other matters which are referred to the exclusive competence of
the board of directors in the company's charter.

169.2The board of
directors shall also have exclusive competence to, and must:

a) ensure that an audit of the books and records of the
company is performed at least annually by an independent auditor, the choice of
which shall be approved by the shareholders in accordance with the Law,
including Procurement Law with the auditor's report addressed to the
shareholders and made available to each director and officer, and

b) ensure that an annual report containing an independently
audited statement of the company's financial position, a report from the
officers regarding the status of its operations, and any other disclosures that
may be required by the charter, the by-Laws or the present Law or other
applicable Law is prepared, signed by the Chairman of the Board and at least
one other director and distributed to all directors, officers and shareholders.

169.3Matters within
the exclusive competence of the board of directors may not be transferred to or
decided by other persons or other bodies of the company, except by a resolution
of the shareholders at a shareholder meeting or as otherwise directed by the
shareholders.

Article 170

Number of Directors

The number of members of a company's board of directors
shall be stated in the company's charter. For a company with less than ten shareholders
the board shall have one or more members; for a company with ten or more
shareholders the board shall have not less than three members; for a company
with 500 or more shareholders the board shall have not less than seven members.

Article 171

Election and Term of
Directors

171.1Subject to paragraph
2 of this Article, all members of a company's board of directors shall be
elected by the shareholders at each annual shareholder meeting for a term that
shall expire at the conclusion of the next annual shareholders' meeting.Any or all members of the board of directors
may be elected by the shareholders at any extraordinary shareholder meeting
which has been called for that purpose.

171.2The terms of
the initial directors named in the initial charter shall expire at the first
shareholder meeting at which directors are elected, unless the charter or a
duly approved shareholders' resolution provides otherwise.

171.3Despite the
expiration of a director's term, he shall continue to serve until his successor
is elected so that the power of the board of directors shall continue
uninterrupted.

171.4A director may
be reelected an unlimited number of times.

171.5No officer,
manager or other employee of the company shall serve or be nominated to serve
as a director of the company.

Article 172

Cumulative Voting for
Directors

Unless otherwise provided in a company's charter, in all
elections for the directors of a joint stock company, every shareholder shall
have the right to vote the number of shares owned by the shareholder for as
many persons as there are directors to be elected, or to cumulate such votes
and give one candidate as many votes as shall equal the number of directors
multiplied by the number of such shares, or to distribute such cumulative votes
in any proportion among any number of candidates.

Article 173

Resignation of
Directors

A director may resign at any time by giving written notice
to the board of directors or its chairman. A resignation is effective when the
notice is given unless the notice specifies a future date. The pending vacancy
may be filled before the effective date of resignation, but the successor shall
not take office until the effective dateof resignation.

Article 174

Removal of Directors

174.1One or more directors
of a company may be removed, with or without a stated reason or cause, at a
shareholder meeting by a majority of the votes of outstanding shares then
entitled to vote at an election of directors, except that:

a) no director may be removed at a shareholder meeting
unless the notice of the meeting states that a purpose of the meeting was to
vote on the removal of such director at the meeting, and

b) in the case of a company having cumulative voting, if
less than the entire board is to be removed, no director may be removed if the
votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire board of directors.

174.2The removal of
a director shall not in itself prejudice any right to compensation or damages
upon removal which the director may have under a contract with the company or
under employment Law. However, the election or status of a person as a director
shall not, in itself, create any such rights.

Article 175

Independence of Directors

175.1In a company
which has 100 or more shareholders, family members of employees of the company
may not comprise a majority of the board of directors of the company.

175.2In elections
for directors of a company having 250 or more shareholders, the company's board
of directors must nominate at least two candidates who would be independent
directors.

175.3For purposes
of the present law, a person shall not be eligible to be an "independent
director" if, at any time during the two year period immediately preceding the
concerned election:

a.such person was an employee of the company;
or

b.such person had a family member who was an
employee of the company; or

c.such person and/or
the family members of such person, either individually or collectively, (i)
provided to or received from the company payments totaling more than 20,000
Euro, or (ii) owned more than a 30% share or other ownership interest, directly
or indirectly, in any organization that provided toor received from the company payments
totaling more than 20,000 Euro, or(iii)
acted as a general partner, manager, director or officer of an organization
that provided to or received from the company payments totaling more than
20,000 Euros.

Article 176

Filling of Vacancies
on a Board of Directors

A vacancy in a board of directors shall be filled by
election at the next shareholder meeting at which directors are to be elected
The company's charter may provide that the board of directors may elect someone
to fill such vacancy untilthe
shareholder meeting.

Article 177

Chairman of the Board
of Directors

177.1Unless the
company's charter or by-Laws provide otherwise, (i) a board of directors shall
elect a chairman from their number by a majority vote of the total number of
directors, and (ii) the board of directors may remove and replace the chairman
at any time by the majority vote.

177.2The chairman
shall preside at all meetings of the board and all shareholder meetings and
shall be responsible for maintaining the records of all meetings of the board.
If a chairman shall not have been elected or is not present at a meeting of the
board or at a shareholder meeting, a director chosen by a majority of the
directors present shall act as chairman.

Article 178

Meetings and Notice of
Meetings

178.1The board of
directors shall hold a regular meeting, to be known as its annual meeting,
immediately following each annual shareholder meeting.Other regular meetings shall be held at such
times and places as may be determined by the board at its annual meeting or at
another meeting of the board of which all directors shall have been given
notice.No notice of regular meetings
need be given except as the board may require.

178.2Extraordinary
meetings of the board of directors may be called at any time by the chairman of
the board and shall be called by the chairman (or, in the event of his failure
to do so, by any director) at the written request of any director made to the
chairman.The person calling any
extraordinary meeting shall give notice of the time and place of the meeting.

178.3Attendance of
a director at any meeting shall constitute a waiver of any required notice of
such meeting except where a director attends a meeting for the express purpose
at the beginning of objecting to the transaction of any business because the
meeting is not Lawfully called or convened, and states at the beginning of the
meeting.

Article 179

Quorum and Voting for
Board Actions

179.1A majority of
the total number of directors fixed in a company's charter or byLaws shall
constitute a quorum for the transaction of business unless a greater number for
a quorum is specified in the charter or byLaws.

179.2The act of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the board of directors, unless the act of a greater number
of directors is required by the company's charter or byLaws.

Article 180

Actions of the Board
Without a Meeting

Unless a company's charter or by-Laws require that action by
the board must be taken at a meeting, any action which may be taken at a
meeting of the board may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all of the directors entitled
to vote with respect to such matter.Any
such consent shall be contained in one or more written approvals, each of which
shall set forth the action taken and shall bear the signature of one or more
directors. All of such approvals shall be filed in the company's records of
meetings of the board of directors. The consent shall be effective when all of
the directors have signed indicating their consent unless the consent specifies
a different effective date.

Article 181

Committees of the
Board

The charter or bylaws may establish, or the directors may
adopt a resolution establishing, one or more committees, such as an audit or a
remuneration committee review, study, make recommendations on, or take other
non-binding action with respect to matters which are within the competence of
the board.

These committees may include members from the Board of
Directors and company employees as well as persons outside the company. Unless
the charter, bylaws or board resolution requires a greater number, a majority
of the members of any such committee shall constitute a quorum and a majority
of a quorum shall be necessary for any committee recommendation or other
action.All decisions and other actions of a committee
shall be subject to review, amendment and approval with not less than 2/3 of
the board members.

Article 182

Records of Meetings of
the Board

Minutes of every meeting of the board and every meeting of
any committee shall be taken during such meeting. A formal written record of
such minutes shall be formally prepared no later than ten days after the
meeting.Such record of minutes shall
include (i) the place and time of the meeting, (ii) the persons present and the
agenda of the meeting, (iii) the issues submitted for voting, (iv) details of
any discussions and any reasons given for any negative vote or absention(v) the results of each vote, including the
name of each person who was present and entitled to vote and a clear indication
of how such person voted; and (vi) the decisions adopted at the meeting.The record of minutes shall be signed by the
director who presided at the meeting and the person who served as the secretary
at such meeting

Article 183

Officers

183.1A company's
board of directors shall hire the officers, senior managers, of the company,
who shall report to and be under the direction of the entire board of
directors. Such officers shall have the powers and authorities assigned to them
by the by-laws. The board may delegate to them other powers and authorities
relating to the conduct of the business of the company except for any matter
that is specifically reserved to the board or the shareholders by this law or
the bylaws or charter. If a company has only one officer, he shall have the
authority stated in Section 183.3 and also the duties of a corporate secretary
stated in Section 183.4.

183.2The general
competence and duties of the officers shall be described in the bylaws.

183.3A chief
officer shall be hired and appointed by the board of directors. The board may
at its option give such person the title "chief executive officer,"
"president," "managing director," or another similar title.His/her principal powers, authorities and
duties shall be as provided for in the company's by-laws.In addition to the duties so established and
save as restricted in this law or the bylaws, such person shall have authority
to act generally (without any power of attorney or other documentary
authorization) in the company's name, representing the company's interests, in
concluding transactions on the company's behalf and giving instructions to the
company's other officers and other employees, provided that such instructions
shall not be contrary to or inconsistent with the charter, bylaws or this
law.

183.4One officer
shall have the duty to record the actions and meetings of the shareholders and
the board of directors in a book to be kept for that purpose. Such person shall
be known as the "company secretary."

183.5 All officers
shall act in accordance with the company's charter, by-Laws and any decision of
the company's board of directors, unless such decision is clearly inconsistent
with the present Law or the company's charter or by-Laws.

Article 184

Disclosure of Personal
and Financial Interests and Duty of Loyalty

184.1Every officer
and director shall have a strict obligation to immediately disclose to the
board of directors or to any committee making a decision (or where relevant to
the shareholders where they are making the specific decision) any personal or
financial interest he/she has, directly or indirectly through relatives or
personal associates, in relation to any of the company's potential or existing:
(i) contracts or transactions, (ii) business competitors, (iii) creditors, (iv)
suppliers, (v) customers, (vi) consultants, (vii) employees, (viii) partners and/or
(ix) any decision of the company, the board of directors or its
shareholdersrelating to any of the
foregoing.

184.2 Such a personal or financial interest includes, but is
not limited to, any of the following (i) any financial interest that suchdirector or officer or a family member has in
them, either by way of ownership right or contract or otherwise,(ii) if he/she or a family member is a party
to the act or transaction which is the subject of a decision or would otherwise
benefit financially from the act or decision and(iii) if he/she is under the control or
direct influence of a party with an interest in the act or transaction, that
could reasonably be expected to affect his/her judgment adversely to the
company.

184.3Such
disclosure shall be made generally by an officer or director at the time he
becomes employed by the company or is elected or appointed to his position or,
if later,immediately at the time he
becomes aware of the financial or personal interest. Furthermore, a specific
disclosure shall also be made at any time a relevant decision or transaction is
under discussion by the directors, officers or shareholders. If an officer or
director fails to make a required disclosure, he may be removed or fired for
such failure and, in any event, shall be liable to the extent of any harm the
company suffers as a result of such failure.

184.4A director or
officer is under a constant and continuing strict duty to at all times act
fairly and loyally to the company with respect to any and all matters of
material interest or concern to the company. This includes but is not limited
to a duty not to use property of the company for his personal needs or profit,
not to use confidential information of the company for the purpose of gaining
profit for himself or any family member or personal associate, not to take or
divert business opportunities of the company for himself or any other person or
organization, and otherwise to serve only the company's interest in all acts
and transactions in which the company has any material interest.

184.5
A director or officer who enters into a contract or transaction with the
company has not violated the duty in paragraphs 1 to 3 of this Article, and
will not be personally liable for damages or other sanctions arising there from,
if either:

a) all material facts concerning his interest are disclosed
or known to the body making the decision and that body authorizes the
contract or transaction in good faith by a majority vote of disinterested
directors or officers, even if the disinterested directors or officers are less
than a quorum, or

b) in the case of a decision which is a shareholder
decision, all material facts concerning the officer's or director's interest
are disclosed or known to the shareholders entitled to vote thereon and the
contract or transaction is specifically approved in good faith by majority vote
of shareholders.

Article 185

Removal of Officers

185.1Any officer
may be removed by the board of directors from his position at any time in their
discretion, with or without specific cause, but such removal shall not
prejudice contract or employment Law rights, if any, of the officer concerned.

185.2A company and
any officer may enter into an employment agreement that specifies the salary or
other compensation to be paid to such officer, the officer's specific duties,
the terms of the officer's employment and other mutually-agreed matters.Employment as an officer shall not of itself
create contract rights. Any such employment agreement shall be consistent with
the present law and any applicable provision of the charter or bylaws.Any provision of such an employment
agreementthat is inconsistent with the
present law, the charter or the bylaws shall bevoid and unenforceable or, if possible, reformedinterpreted and/or applied in a manner that
eliminates that inconsistency.

Article 186

Duty of Care and
Business Judgment

Rule

186.1Every director
and officer has a duty to (i) perform in those capacities in good faith and
(ii) to perform and comply with the duties and obligationsspecified in Sections 184 and 187 and (iii)
to ensure that his company-related decisions are made in the reasonable belief
that he/she is acting in the company's best interests, with due care and
attention to his/her responsibilities, and with adequate consideration to the
matters to be decided and on the basis of information reasonably available to
him/her.

186.2A person who
has acted as described in Section 186.1 and who makes a business judgment in
good faith shall not be personally liable to the company or its shareholders
for damages arising from the consequences of that judgment.

Article 187

Duty Not to Compete

Officers and directors shall not directly or indirectly
engage in business competition with the company. Such competition shall be
deemed to include but not be limited to being employed in, or being a general
partner, manager, director or controlling member or shareholder in another
business organization pursuing a competing business.

Article 188

Enforcement of Duties
by Personal or Derivative Court
Action

188.1One or more
shareholders holding at least 10% of the votes entitled to elect directors have
the right to file a complaint in court in the company's name and on its behalf,
against one or more directors or officers if such shareholder(s) have good
reason to believe that the concerned officers and directors have breached their
duties to the company and have thereby damaged the company.

188.2No such
complaint shall be brought by a shareholder in the name and on behalf of the
company unless such shareholder or a predecessor in ownership of his shares was
a shareholder at the time of the actions complained of and either the board of
directors has refused to file such a complaint, or an effort to cause the board
of directors to file the complaint is not likely to succeed. Any such complaint
shall describe in detail either (i) the efforts that have been taken by the
complaining shareholder(s) to try to cause the the board of directors to file the
complaint on behalf of the company or (ii) a statement that no such efforts
were made because they would most likely have been futile and an explanation
providing the reasons supporting that statement.

188.3If the
complaining shareholders are successful in such a derivative suit, all damages
awarded and received shall be the property of the company, except that the
complaining shareholders shall be entitled to recover their reasonable
expenses, including legal fees, from the defendants.

Chapter 7

Shareholders and
Shareholder Meetings

Article 189

Annual Shareholder
Meeting

189.1 Every company shall hold a meeting of shareholders
annually, to be known as its annual meeting.

189.2 An annual meeting of the shareholders shall be held
within 60 days after the board recieves the company's audited financial
statements for each financial year, but not later than 90 days after the end of
the company's financial year. Provided it is consistent with the foregoing, the
charter or the bylaws may specify the exact date and time, or a method for
determining the exact date and time, for the holding of the annual
meeting.The board of directors shall be
responsible for ensuring the timely holding of the annual shareholders meeting.

189.3 The board shall ensure that the shareholders are
provided with the audited financial statements of the company at least 30 days
to prior to the annual meeting

189.4 A company's annual meeting shall be held at the place
stated in the company's charter or by-laws or (if not there stated) at a place
fixed by the board of directors, which shall be within Kosovo.

189.5Failure by the
board of directors to call and hold an annual meeting at the time required by
this Section 189.2 shall not affect otherwise valid company action. However,
such failure shall immediately give the shareholders the right, which may be
exercised by one or more shareholders holding at least 10% of the shares
entitled to vote at the annual meeting, to call and hold the annual
shareholders meeting.

Article 190

Extraordinary
Shareholder

Meeting

190.1 A company shall hold an extraordinary meeting of
shareholders either:

a)on the call of its board of directors or the call of any
other person who is authorized by the company's charter to call an
extraordinary meeting, or

b)if the holders of at least 10% of all the votes entitled
to be cast on an issue at the proposed meeting sign, date and deliver to the
company a written demand for the meeting identifying themselves by name and
address, stating the number of shares they each hold, stating the purpose or
purposes for which the meeting is to be held, and stating the agenda for the
meeting.

190.2 Within 15 days after the date the demand is received
by the company, the board of directors shall adopt a decision to convene or
refuse to convene the meeting. Within five days after adopting such decision
the board of directors shall give notice thereof, including a copy of its decision, to the persons demanding the
meeting at the addresses stated in their demand. A decision to refuse to
convene an extraordinary meeting shall state the reasons for the refusal.A decision to refuse may only be adopted if
the procedure stated in item "b" of paragraph 1 of this Article has not been
complied with, or if the shareholders making the demand do not hold the number
of votes required by that clause, or if none of the issues proposed for the
meeting is within the competence of a shareholder meeting.

190.3 The record date for determining the list of
shareholders entitled to demand an extraordinary meeting is the date on which
the first shareholder signs the demand.

190.4 An extraordinary meeting shall be held at the place
stated in the company's charter or (if not so stated) shall be fixed by the
board of directors in a manner consistent with the company's charter.If no place is stated in the company's
charter or so fixed, the extraordinary meeting shall be held at the company's
registered office.

190.5 Only business that is within the purpose or purposes
stated in the meeting notice required by paragraph 1 of this Article may be
conducted at an extraordinary meeting.

Article 191

Court-Ordered
Shareholder

Meeting

191.1If an annual
meeting of a company is not held within the earlier of six months following the
end of the company's financial year or 14 months following the company's last
annual meeting (or within 12 months following the company's initial
registration, if there has been no earlier annual meeting), the Court may order
the meeting to be held on the application of any director or any shareholder
who is entitled to participate in and vote at an annual meeting.

191.2If an
extraordinary meeting is not held within the earlier of 30 days after delivery
of the demand for the meeting under Article 190 or the date fixed for the
meeting in a notice to shareholders given under paragraph 3 of this Article,
the court may order the meeting to be held on application of any shareholder
who signed the demand.

191.3The court may
issue other and related orders necessary to accomplish the purposes of the
meeting, including orders directly convening and appointing persons to preside
at the meeting if the board refuses to do so, or orders fixing the time and
place of the meeting, specifying the record date for determining the shareholders
entitled to vote, or prescribe the form and content of the meeting notice.

Article 192

Competence of
Shareholder Meeting

192.1The following
matters are within the exclusive competence of the shareholders and may be
decided only by the shareholders:

a) amendment of the company's charter or byLaws,

b) election or removal of directors,

c) authorization of a merger or a major transaction under Article
211 of this Law;

d) dissolution of the company under Article 229 of this Law;

e) appointment of the company's independent auditors;

f) approvalof the
company's annual financial statements; and

g) other matters reserved for the shareholders as provided
for in the present Law or the company's charter, and matters submitted by the
company's board of directors to a shareholders' meeting for decision.

192.2Matters within
the exclusive competence of the shareholders as specified above may not be
decided by the board of directors or the officers/managers or any other organ
of the company. Any contrary provision
in the charter or the bylaws, and any decisiontaken pursuant to such a contrary provision, shall be, as a matter of
law, null and void and without legal effect.

Article 193

Notice of Shareholders
Meeting

193.1Subject to Article
194, written notice of a shareholders' annual meeting shall be given not less
than 30 nor more than 60 days before the date of the annual meeting, and
written notice of a shareholder's extraordinary meeting shall be given not less
than 20 nor more than 30 days before the date of the extraordinary meeting. The
notice shall be given by or at the direction of the chairman of the board or
another member of the board of directors who calls the meeting, and shall be
given to each shareholder of record entitled to vote at the meeting.

193.2The notice of
an annual meeting shall state the date, time and place of the meeting, the
company's proposed agenda and list of issues to be voted on at the meeting
(including the company's candidates for election to the board of directors at
the meeting), and any other matters which are required to be included in the
notice by the company's charter or by-Laws. The notice shall also include the
company's annual report, annual balance sheet and annual profit and loss
statement and any reports of the auditors or, if not included, a statement of
when and how they will be sent to or made available to shareholders prior to
the annual meeting. The board of directors shall be obligated to ensure that
all such documents are sent to, or easily accessible by, all shareholders at
least 30 days prior to the meeting

193.3The notice of
an extraordinary meeting shall state the date, time and place of the meeting, a
description of the purposes of the meeting, and the agenda which was proposed by
the person(s) who caused the meeting to be called.

193.4In addition to
the sending such notices to the shareholders as required above, a company shall
also publish a similar notice at least 21 calendar days prior to the date
originally set for the meetingin a
newspaper of general circulation in Kosovo, in the officiallanguages of Kosovo.Such published notice shall specify the time
and the place of the meeting and the agenda. This publication shall be no
smaller than ten percent (10%) of a printed page.

Article 194

Waiver of Notice

194.1Whenever any
notice is required to be given under the present law or a company's charter or
by-laws, any person entitled to receive such notice may waive his/her right to
such notice by signing a written waiver of notice.

194.2A
shareholder's attendance at a meeting shall constitute a waiver of any right
that such shareholder may have to make or file any complaint or raise any
objection with respect toa lack of
notice or defective notice of the meeting. Provided, however, that the
shareholder's right to so complain or object shall not be so waived if - at the
beginning of the meeting,the
shareholder objects to the meeting because proper notice of the meeting was not
given.

194.3A shareholder's
attendance at a meeting shall constitute a waiver of any right that such
shareholder may have to make or file any complaint or raise any objection with
respect tothe consideration of a
particular matter at the meeting on the basis that the notice of the meeting
did not indicate that such matter would be discussed.Provided, however, that the shareholder's
right to so complain or object shall not be so waived if -at the time the matter is under discussion at
the meeting - the shareholder objects to the discussions about the matter
because the matter was not the subject of a proper notice.

Article 195

Agenda for a Meeting

195.1A shareholder
or shareholders holding at least 10% of all the votes entitled to be cast for
the board of directors of a company at an annual meeting shall have the right
to place two (but no more than two) issues on the agenda of that meeting and
also the right to propose candidates for election at that meeting to the
company's board of directors, the number of which may not exceed the total
number of members of the board. Any such proposals shall be made in writing,
shall include the name(s) and number of votes of each propose, and shall be
delivered to the company, addressed to its board of directors, at the company's
registered office, not later than 14 days before the date of the meeting. No
shareholder may be counted in more than one group of shareholders holding at
least 10% per cent of votes for purposes of this item.

195.2If the board
of directors receives such a proposal more than 10 days before the date that
the notice of the meeting is to be sent to the shareholders, the board of
directorsshall include such a proposal
in that notice.If the board of
directors receives such a proposal after that time, but still 14 or more days
before the meeting, the board of directors shall promptly mail that proposal to
all shareholders to whom the notice of the meeting was sent.

195.3At an annual
meeting, only matters that are within the scope of the notice and the agenda
previously sent, or that are within the scope of the subject matter of a
proposal that has been received by the board at least 14 days prior to the
meeting, may be voted on.This
restriction shall not, however, prevent discussion of other matters.

195.4At an extraordinary
meeting, only business within the scope of the notice and agenda previously
sent may be voted on.This restriction
shall not prevent discussion of other matters.

Article 196

Record Date for a
Meeting

196.1A company's
charter may fix or state the manner for fixing
the record date for determining the list of the shareholders who are entitled
to notice of a meeting, to demand an extraordinary meeting, to vote, or to take
any other action.

196.2If the
company's charter does not fix or provide for fixing a record date, the board
of directors may fix a future date as the record date.If no record date is fixed by the charter or
the board of directors for an annual meeting, the record date shall be the date
on which notice of the meeting is first mailed or otherwise given under Article
193 of this Law. If no record date is fixed by the charter or the board of
directors for an extraordinary meeting, the record date shall be date on which
the first demand for the meeting is signed and dated by a shareholder under Article
190 of this Law.

196.3A record date
may not in any event be more than 60 nor less than 10 days before the meeting
or action requiring a determination of shareholders.

Article 197

Conduct of a Meeting

197.1A chairman of
the meeting shall be selected and preside at each meeting. The chairman shall
be appointed: (i) as provided in the company's charter or, (ii) if the charter
does not provide for the manner of such appointment, as specified in a
resolution of the board of directors. The chairman shall determine the order of
business and may establish rules and regulations for the conduct of the
meeting, provided that such rules shall not unduly discriminate against or
impairthe participatory rights of any
shareholders.

197.2Unless set out
otherwise in the charter or bylaws, voting shall be by any reasonable,
customary and convenient method as the chairman determines.

Article 198

Availability of
Shareholder List for a Meeting

Not later than ten days before any meeting, a company shall
make available for inspection and copying by any shareholder (at the
shareholder's expense)a list of all
shareholders who are entitled to vote at the meeting and all shareholders to
whom notice of the meeting was sent.Such list shall be available at the company's registered office and
shall also be kept available for inspection by any shareholder at and during
the meeting.

Article 199

Voting in Person or by
Proxy

199.1 A shareholder may vote his shares either in person or
by proxy as provided for in Section 199.3.

199.2Except where
paragraph 2 of Article 201 applies,shares held by a business organization may be voted by anauthorized person of such business
organization or the duly designated proxy of such authorized person.

199.3 A shareholder may appoint a proxy to vote his shares
by providing such proxy with a written "designation of proxy" signed by the
shareholder or - if the shareholder is a business organization - an authorized
person of such business organization.Such written "designation of proxy" must clearly state that the proxy
shall have the power to vote the shareholder's shares.

199.4Signed copies
of the written "designation of proxy" must be delivered to the proxy and to the
company secretary or other relevant officer of the company prior or at the
beginning of the meeting.Such a
designation of proxy may contain restrictions on the proxy's authority to vote
the shares, including but not limited to directions on how the shares must be
voted at a particular meeting. If the designation of proxy does not contain
such restrictions or directions, the proxy may vote the shares as he wishes.

199.5 A director or officer of the concerned company may not
act as a proxy for a shareholder who is an employee of that company.

199.6A designation
of proxy shall expire on the earlier of: (i) the expiration date, if any,
specified therein, (ii) the date that is six months from the date the
designation of proxy is issued, or (iii) if applicable, the moment the person
who provided the designation of proxy revokes such designation of proxy in any
manner provided for by paragraph 7 of this Article.

199.7A person who
has provided another person with a designation of proxy may revoke that
designation at any time by either (i) delivering a revocation in writing to the
to the company secretary or other relevant officer of the company or (ii) by
attending the concerned meeting and voting the concerned shares in person.A revocation of a "designation of proxy"
shall not render invalid any vote that was cast by the proxy prior to such
revocation, if such vote was valid when cast.

Article 200

Quorum and Vote
Required for Decision at a Meeting

200.1Unless
otherwise provided in a company's charter, a majority of votes of the shares
entitled to vote on a matter, represented in person or by proxy, shall
constitute a quorum for action of the meeting on that matter.

200.2If a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting shall be the act and decision of the meeting, unless a greater number
of votes are required by the present Law or the company's charter.

200.3A company's
chartermay provide for a greater quorum
or voting requirement than is provided for in above in this Article.

200.4A proposed
amendment to the charter that seeks to add, modify or delete a quorum or voting
requirement must be adopted by the shareholders in accordance with the
greater/more restrictive of the following: (i) the quorum and voting
requirements found in the existing charter or (ii) the quorum and voting
requirements that would exist if the amendment were adopted.

200.5If a company's
charter or this Law provides for voting by a single type or class of stock on a
matter, action on that matter shall be taken when voted upon by that voting
group. The rules in paragraph 1 and 3 of this Article shall apply in relation
to the votes by that class or type, except that the vote by the class or type
shall be regarded as a separate meeting even if held in the same meeting or
forum as the full shareholders' meeting.

200.6A shareholder
meeting may not undertake business on any item of business unless the required
applicable quorum is present in person or by proxy.To be registered as present, each shareholder
or his authorized proxy must demonstrate, and the company must verify, that the
shareholder was properly entered in the list of shareholders on the record
date.

200.7A shareholder
meeting shall be adjourned if the required quorum is not present within a
reasonable period after its scheduled time.

200.8If a
shareholder meeting is adjourned because a quorum was not present, the company
shall, within two weeks after the date of such adjourned meeting, call and give
notice of a new meeting of shareholders.. For such new meeting, the quorum will
be 33% of the votes of shares entitled to be cast and the decision shall be by
a simple majority unless the present Law or the company's charter provides
otherwise.

Article 201

Voting Rights of a
Share

201.1Except as
provided in the charter or the present Law, each outstanding share of common
stock or preferred stock of any class shall be entitled to one vote on each
matter voted on at a meeting.

201.2 Shares may
not be voted at a meeting if the shares are owned, directly or indirectly, by
the company or any organization or entity in which the company has, directly or
indirectly, an ownership interest.

Article 202

Voting Rights of
Certain Types of Holders

202.1A shareholder
whose shares are pledged shall be entitled to vote such shares until the shares
have been transferred into the name of the pledgee, and thereafter the pledgee
shall be entitled to vote such shares.If however the pledge agreement grants the voting rights to the pledgee
and evidence of this is presented at the concerned shareholders meeting, the
pledgee shall be entitled to vote the shares.

202.2Shares held in
the name of a deceased person, a minor or another person who is under a legal
disability may be voted by such person's legal representative established by Law,
either in person or by the legal representative's duly designated proxy,
without a transfer of such shares into the name of such representative.

202.3Shares held in
the name of a receiver, liquidator, administrator in bankruptcy or similar
person may be voted by such person, or his duly designated proxy,without a transfer of such shares into the
name of such person, if the authority to do so is contained in specified in a
court order.

Article 203

Record of a Meeting

A record of each shareholders' meeting shall be prepared
promptly after the meeting and shall be signed by the chairman and any
secretary of the meeting, who will be responsible for its accuracy. The record
shall include (i) the date, time and place of the meeting, (ii) the agenda,
(iii) the quorum, (iv) the ballot or other procedures used for voting, (v) the
number of votes possessed by shareholders and proxies of shareholders at the
meeting, (vi) the name of the chairman and any secretary of the meeting, (vii)
the issues voted on and the results of the votes, (viii) a summary of speeches
and discussions (including any speeches regarding any negative votes or
abstentions), and (ix) a list of the decisions made at the meeting.

Chapter 8

Amendments to a
Charter

Article 204

Amendments to a
Charter

A company may amend its charter at any time as provided in
the following Articles 205 -208 of this Law.

Article 205

Amendment by the Board
of Directors Alone

205.1A company's
charter may be amended by decision of the board of directors, without
shareholder action, if the sole purpose and effect of such amendment is to (i)
create and register a restated consolidated charter that exclusivelyincorporatesamendments that were previously duly adopted by the shareholders and/or
(ii) to make technical, non-material corrections to the charter.

205.2Except as
specifically permitted by Section 205.1, the board shall have no authority to
make, and is strictly prohibited from making or even attempting to make, any
amendment to the charter that has not been duly adopted by the shareholders at
a duly called shareholders meeting.

Article 206

Amendment by the Board
and the Shareholders

A company's charter may be amended by the board of directors
and the shareholders as follows:

a) the board of directors,or the shareholders acting under Article 191 of this Law, shall adopt a
written decision that sets forth the proposed amendment anddirects that it be submitted to a shareholder
meeting, which may be either an annual or extraordinary meeting.

b) the text of the proposed amendment shall be included in
the notice of the meeting given to shareholders entitled to attend the meeting,
and

c) at the meeting the proposed amendment shall be adopted by
the full shareholders' meeting only afterreceiving the affirmative vote of at least two-thirds of the votes of
the shares entitled to vote on the amendment; provided, however, that if the
company's charter requires a majority that is greater than two-thirds for the
approval of a charter amendment, the majority determined by the charter shall
be needed.

Article 207

Group Voting

The holders of any type or class of shares shall be entitled
to vote as a group on a proposed change in the charter if the charter so
provides or if the change would:

a) increase or decrease the number of authorized shares or
change the par value of the shares of such group,

b) change any of the rights or preferences of the shares of
such group,

c) create a right of the holders of any other shares to
exchange or convert their shares into shares of the type or class held by such
group,

d) change the shares held by such group into a different
number of shares or into shares of another type or class,

e) create a new type or class of shares having rights or preferences
superior or substantially equal to those of such group, or increase the rights
and preferences of any type or class of stock having rights and references
substantially equal to or superior to those of such group, or increase therights and preferences of any type or class
of stock having rights and preferences subordinate to those of such group if
such increase would then make them substantially equal or superior to those of
such group,

f) limit or deny the existing preemptive rights of the shares
of such group,

g) limit or deny the voting rights of such group, or

h) otherwise change the rights or preferences of the shares
held by such group so as to affect them adversely.

Article 208

Registration and
Effective Time of an Amendment

Upon adoption of an amendment to a company's charter the
company shall deliver the amendment (or may file restatement of its entire
charter which includes such amendment) with the Director pursuant to Part II of
the present Law.The amendment shall
become effective upon its registration as provided in Part II of the present Law.

Chapter 9

Employee Share
Ownership Programs

Article 209

Employee Share
Ownership Programs

209.1An Employee
Share Ownership Program (herein referred to as an "ESOP") is a program adopted
by the shareholders to encourage employees to acquire shares of the joint stock
company.The ESOP may allow
participants to subscribe for shares at a discounted rate or in consideration
for their work or engagement. An ESOP may also grant options to participants
with respect to share to be issued in the future by the joint stock company.

209.2Only natural
persons are eligible to participate in an ESOP.An ESOP shall impose reasonable eligibility requirements that a natural
person must meet to participate.Such
eligibility requirements shall, inter alia, require that a person have an
ongoing full-time employment relationship with the concerned joint stock
company.

209. 3Because of the
restricted eligibility requirements of an ESOP, shares acquired under the ESOP
areexempted from certain provisions of
this Law as provided expressly in the relevant provisions.

209.4An ESOP shall
only become effective if (i) the ESOP has beenadopted by the shareholders at a duly called meeting of the
shareholders; and (ii) a document describing all material details of the ESOP
has been provided to the shareholders at least thirty (30) days in advance of
the concerned shareholders meeting.

Chapter 10

Merger and Other Major
Transactions

Article 210

Definition of Merger

For purposes of the present Law, a "merger" means:

A transaction in which acompany (a "merging company") transfers all of its assets and
liabilities to another company (the acquiring company".The acquiring company may be an existing
company or a new company that has been established for the purpose of acquiring
such assets and liabilities.In such a
transaction (i) the merging company is dissolved, (ii) only the acquiring
company survives the transaction, and (iii)the shareholders of the merging company surrender their shares in the
merging company and receive in exchange shares or other ownership interests in
the acquiring company and/or a cash payment.

Article 211

Procedure for Merger

211.1 Oneor more
companies may undertake and complete a merger as follows:

a) The directors and officers shall draft and the directors
of each companyshall adopta plan of merger which meets the
requirements of Article 213 of this Law and directs that the plan be submitted
to a shareholder meeting of each company, which may be either an annual or
extraordinary meeting.

b) Each company shall give at least one month's advance
written notice of the meeting to all shareholders entitled to vote on the plan,
stating that a purpose of the meeting is to consider the merger plan. The
notice shall include the following documents which shall also be available for
inspection and copying at the registered office of each company:

(i)a copy of the
plan together with an explanation of the plan which sets out the legal and
economic grounds for the merger and any applicable share exchange ratio;

(ii) a detailed written report by the board of directors on
the plan, setting out the legal and economic grounds for the plan and the
merger terms and in particular the share exchange ratio and containing any
directors' recommendationsand the
reasons for such recommendation;

(iii)a copy of the
opinion of a licensed independent financial adviser on the merger as required
byArticle 213 of this Law;

(iv)the annual
financial statements of all the participating companies for the previous three
years, including any audit reports.

(v) If the latest annual financial statement contains
information for a period that ended more than six months before the date the
plan is to be submitted to the shareholders' meeting, then a special settlement
accounting statement prepared by a regulated independent accountant or auditor
under applicable accounting standards must be prepared and made available for
inspection and copying and inspection at the registered office of each company.
This settlement statement must reflect the financial condition of each company
as of a date that is not more than three months before the date the plan is
submitted to the shareholders' meeting; provided, however, that (a) therequirement of this item (v) shall not apply
to any new company which was created to be the surviving company in the merger
and (b) in the case of this special settlement accounting statement no
additional physical inventory of the assets shall be required since the last
annual accounts and the valuations in the balance sheet need only be adjusted
to reflect entries in the accounts, except that interim depreciation and
accounting provisionsand material
changes of value must be taken into account;

(vi) copy of the proposed new charter and by laws of the
acquiring company; and

(vii) a statement of the shareholders' right to dissent and
appraisal as required by Article 220 of this Law.

c) At the shareholder meeting of each company the plan shall
be approved and adopted upon receiving the affirmative vote of at least
two-thirds of the votes of the shares entitled to vote on the plan at such
meeting, except that if any type or class of shares is entitled to group voting
on the plan, the proposed change shall be adopted only if it also receives the
affirmative votes of at least two-thirds of the votes of the shares of each
such group; provided, however, that if the company's charter requires a
majority that is greater than two-thirds for the approval of a charter
amendment, the majority required by the charter shall be needed.

d) Group voting in any company shall be required if it is
required by the company's charter or if the plan contains a provision that, if
contained in a proposed amendment to the company's charter, would require
separate voting by that group under Article 208 of this Law.

e) Approval and adoption of the plan by the shareholder
meeting of each company which is a party to the merger (other than any new
company which was created to be the surviving company in the merger) is
necessary for the merger to be completed.

211.2 No shares, cash or other compensation shall be given
in exchange for any shares of the merging company that are held by either the
acquiring company or the merging company or a by a person or business
organization acting onbehalf of the
acquiring company or the merging company.

211.3 The holders of securities, other than shares, to which
special rights are attached must be given rights in the acquiring company at
least equivalent to those that they possessed in the company being acquired,
unless the meeting of the class as referred to above in paragraph 1 of this Article
approves the alteration or they have a right to repurchase of their shares by
the company under Article 223 of this Law.

211.4
The merger shall be published at least 60 days in advance, twice within a week
in at least one newspaper of wide circulation in Kosovo in order to notify
persons, including creditors whose claims predate the merger of the proposed
merger. This publication may be carried out by any participating company on
behalf of the others.

211.5
Creditors referred to under paragraph 4 of this Article shall have at least 21
days to apply to the company for additional security or to object to the
resulting reduction in capital or affect on their security. If a creditor
remains unsatisfied about the affect of the merger on his security or claim,,
then he/she may apply to the Court within 30 days of the date of the first
merger notice for an appropriate remedy for his/her debt. The Court may decide
no such remedy is necessary if it is satisfied that the assets of the acquiring
companywill besufficient to satisfy this and other debts of
the company of equivalent security ranking.

211.6Paragraphs 1 to 4 of this Articlesrelating to the holding of the general
meeting and the drawing up of the expert report shall not be required to be
followed if either:-

a) all the shareholders agree to waive the requirements ;or

b) theacquiring
company already holds 90% or more of the shares in the merging company;
provided, however, that in any event (i) theshareholders holding shares with voting rights of 5% or more of the
acquiring company have the right to require a general meeting to approve the
merger and (ii) the minority holders of shares in the merging company shall (a)
be entitled to receive fair value and equivalent rights and compensation in the
acquiring company, (b) be entitled to receive due notice of the merger and its
terms; (c) have the right to seek a court order with respect to the amount and
type of compensation they are to receive by filing a complaintwithin 30 days of the published notice of the
merger and (d) have the right to demand and receive the report of the
independent financial adviser.If a
complaint is filed in accordance with item (c), the Court may require the
acquiring company to pay the complainants' legal and other costs if the court
determines that the complaint was validly made.

211.7 Pending resolution of any court application
under paragraphs 5 or 6 of this Article, the merger may not be concluded and no
registration document with respect thereto may be filed.

Article 212

Independent Financial
Opinion

When considering a merger, the board of directors of a
company may (and the board of a company having more than 100 shareholders
shall) obtain a written opinion on the merger from an independentprofessional financial adviser licensed by
the Central Banking Authority of Kosovo or an equivalent licensing authority
outside of Kosovo.The opinion shall
provide the financial adviser's opinion on the terms of the plan and the
proposed merger and states, in particular, the adviser's analysis of all the
terms of the plan of merger including the method or methods used to arrive at
any proposed compensation to be provided to the shareholders of the merging
company.The opinion shall alsoprovide the financial adviser'sopinion as to the fairness of the merger and
the compensation proposed to be given to the shareholders of the merging
company, which shall identify any valuation difficulties and the relative
differences between the valuation methods proposed and other possibly more
appropriate valuation methods.Such
opinion shall be sent to all shareholders with the notice of the meeting. An
additional report shall not then be required under Article 149 of this Law, for
the non-cash consideration.

Article 213

Required Contents of
Plan of Merger

A plan of merger shall state:

a) the type of company, the name and the registered office
address of each company that will merge and of the surviving company into which
each company plans to merge,

b) the terms and conditions of the proposed merger,
including a summary of any legal terms drawn up by an independent regulated
legal professional;

c) the manner and basis of converting the shares of each
merging company into cash or other property, or shares, other securities or
debt or other obligations of the surviving company or of any shareholder of the
surviving company, includingthe details
ofthe share exchange ratio, the
criteria and terms relating to the allotment of shares in the acquiring company
and the amount of any cash payment and the details the shares and the rights of
the shares that will be acquired, including any special classes,

d) the full text of the charter and byLaws of the surviving
company as it will be in effect immediately following the merger,

e) the date from which the holding of any shares received in
the merger entitles the holders to participate in profits of the surviving
company and any special conditions affecting that entitlement.

f) the date from which the transactions of each
non-surviving company shall be treated for accounting purposes as being those
of the surviving company,

g) the rights conferred by the surviving company on the
holders of shares to which special rights are attached and the holders of
securities other than shares, or the measures proposed concerning them,

h) any special advantage or preference given to independent
financial advisers or directors or officers of any company in the merger,

i) any provisions under which the proposed merger can be
abandoned before its completion,

j) any chance in the assets and liabilities of the between
the date of the draft terms of merger and the date of the general meeting
deciding on the merger;

and

k) other provisions relating to the merger including but not
limited to a possible provision that payment will not be made for any converted
shares until or after the merger has become effective

Article 214

Registration and
Effective Time of a Merger

Upon completion of a merger the parties to the merger shall
file the plan of merger with the Registry in accordance with Part II of the
present Law.The merger shall be and
become effective upon its registration by the Director in accordance with Part
II or on any later date, not more than 30 days after filing by the Director, as
may be provided for in the plan of merger.

Article 215

Effect of a Merger

Upon the effectiveness of a merger,

a) the companies that are parties to the merger will be a
single company which will be the surviving company named in the plan, and the
separate existence of all such companies except the acquiring company shall
terminate,

b) the acquiringcompany will have, own and be liable for all assets and all liabilities
of every kind of each company that was a party to the merger and any security
that existed in relation to a transferred asset shall be not be affected solely
by virtue of the merger,

c) all Lawsuits or other claims against any company that was
a party to he merger maybe continued
against the acquiringcompany, which
will be substituted in the Lawsuit or claim for the company whose existence has
terminated,

d) the charter and byLaws of the acquiringcompany shall be as set forth or provided
with the plan, and

e) the shares of each company that was a party to the merger
that are to be converted into shares, other securities or debt or other
obligations of the acquiring company shall be thus converted, and the former
holders of such shares shall be entitled only to the rights provided in the
plan.

Article 216

Nullification of a
merger

216.1The merger may
not be challenged by anyone as being void; provided, however that a shareholder
or creditor of either the merging or acquiring companymay file a complaint in Court challenging the
validity of the merger if such compliant is filed with the Court no later than
six months after the registration date of the merger.

216.2 The Court may nullify the merger if it is
determinesthat adecision on the merger taken at a meeting of
shareholders was invalid beacause:

(i) it was based on
material misrepresentations such that the shareholders would not have voted in
the manner they did if the misrepresentations had not been made and the
consequences of the mispresentation can not be rectified by requiring the
responsible parties to paymonetary
damages to the shareholders; or (ii) it involved an irremediable breach of
procedure that the court is determined to have a similar negative effect on the
shareholders; or (iii) it involved an irremediable breach of procedure that
negatively affected a creditor of the merging or acquiring company and that
deprived such creditor of any right the creditor had to bring an action to
prevent the merger taking effect.

216.3Any
nullification under pervious Article above shall be published in the newspaper
and filed with the Registry.

Article 217

Merger of Joint Stock
Company with Limited Liability Company

One or more joint stock companies may merge with or into one
or more limited liability companies organized under the present Law provided
that all of the requirements set forth in Articles 211 - 214 of this Law are complied
with by each joint stock company and all of the requirements set forth in Articles
120 - 125 of this Law are complied with by each limited liability company.

Article 218

Merger With Foreign
Legal Persons

One or more foreign legal persons and one or more Kosovo
companies may merge in the following manner, provided that such merger is
permitted under the laws of the jurisdiction under which each concerned foreign
legal person is organized:

a. Each Kosovo company shall comply with the provisions of
the present law with respect to the merger, and each foreign legal person shall
comply with the applicable provisions of the jurisdiction under which it is
organized.

b. If the surviving business organization is to be organized
under the laws of any jurisdiction other than Kosovo, it shall establish a
registered office and appoint a registered agent in Kosovo in compliance in all
respects with Part II of the present law, to which it shall be subject.

Article 219

Demerger

219.1 For purposes of the present law, a "Demerger" means
where a company transfers (other than in liquidation) to two or more business
organizationsall of its assets and
liabilities in exchange for the allocation to its shareholders of (i) shares or
other ownership interests in the business organizations receiving such assets
and liabilities("the recipient business
organizations") and (ii) an optional cash payment that shall not, in any case,
exceed 10% of the nominal value of the shares or other ownership interests
allocated under item (i).

219.2 A demerger may be carried out by applying Sections
211.1 to 211.5, Sections 212 to 215 and Section 223of the present law mutatis mutandis except
that (i) the references to "merger" shall be deemed to be references to
"demerger", (ii) the references to "merging companies" shall be deemed to mean
the companies and/or business organizations involved in the demerger, (iii) the
references to the "company being acquired" shall be deemed to mean the "company
being divided", (iv) the references to "acquiring company" shall be deemed to
mean "the recipient business organizations",(v) the reference to the "plan or terms of merger" shall be deemed to
mean the plan or terms of division and (vi) the term "merge" shallbe deemed to mean "divide"

219.3 Furthermore, in the plan of demerger and demerger
terms, there is an additional requirement of a precise description and
allocation of the assets and liabilities to be transferred to each of the
recipient business organizations. Where an asset is not allocated by the draft
terms of division or where such draft terms of division do not clearly specify
the respective allocation of an asset that each recipient business organization
is to receive, then the concerned asset and the compensation due therefore
shall be allocated the recipient business organizations in proportion to the
share of the net assets allocated to each of those business organizations under
the draft terms of division. Where a liability is not allocated by the draft
terms of division or where such draft terms of division do not clearly specify
the respective allocation of that liability that each recipient business
organization is required assume, then each of the recipient business
organizations shall be required to assume joint and several liability for that
liability.

Article 220

Effect of a Demerger

When the demerger takes effect:

(a). the assets and liabilities shall be divided as
described in the published terms of the demerger or in Section 219.1 above;

(b) The shareholders of the company being divided shall
become, as applicable, shareholders, owners or partners in one or more of the
recipient business organizations in accordance with the allocation laid down in
the draft terms of demerger; and

(c) The company being demerged ceases to exist.

Article 221

Definition of Other
Major Transactions

For purposes of Article 222, a "major transaction" means a
transaction or related series of transactions which include(s)the purchase or other acquisition, the sale
or other transfer, or the pledge or mortgage, of a company's property, property
rights, or other rights which have monetary value, the value of which, on the
date of the company's decision to complete the transaction, comprises 50% or
more of the book value of the company's assets based on the company's most
recently compiled balance sheet.

Article 222

Procedure for Other
Major Transactions

Subject to any other provisions in its charter or byLaws, a
company may undertake and complete a major transaction as follows:

a) The board of directors of the company shall adopt a
decision approving the transaction and directing that the transaction be
submitted for authorization to a shareholder meeting, which may be either an
annual or extraordinary meeting;

b) written notice of the transaction, stating that a purpose
of the meeting is to consider the transaction and including a summary of the
transaction plan and the recommendation of the board of directors on the
transaction, and including a statement of the shareholders' right to dissent
and appraisal as required by Article 223 of this Law, shall be given by each
company to all shareholders entitled to attend the meeting of thecompany;

c) at the meeting the transaction shall be approved and
adopted upon receiving the affirmative vote of at least a majorityof the votes of the shares entitled to vote
on the transactionat such meeting,
except that if any type or class of shares is entitled to vote on the change as
a group, the proposed change shall be adopted upon receiving the affirmative
votes of at least two-thirds of the votes of the shares of each group entitled
to vote as a group on the change and of the total number of votes of the shares
entitled to vote on the change. Separate voting by a voting group in any company
shall be required if it is required by the company's charter;

d) the charter of any company may supersede such two-thirds
vote| requirement as to that company by specifying any larger vote requirement
not less than two-thirds of the votes of the shares entitled to vote on the
issueand not less than two-thirds of
the votes of the shares of each group entitled to vote as a group on the
change.

Article 223

Shareholder's Right to
Dissent and Receive Payment

223.1A shareholder
may demand payment from the company of the full value of his shares if he voted
at a shareholder meeting against, or abstained from voting at a shareholder
meeting on, either (i)a change in the
company's charter that adversely affects his rights in a manner stated in Article
208 of this Law and on which he was entitled to vote, or completion of a merger
as provided in Article 211on which he was entitled to vote, or (ii) closure of
a merger as provided in Article 211 or of a demerger as described in Article
219 which adversely affects his rights in a similar manner to (i) or which
results in such that it is reasonable for him to withdraw from the company or
(iii) if as part of a demerger, shares in the recipient companies are allocated
to shareholders of the dividing companies otherwise than in proportion to such
shareholders previous rights in the capital of the dividing company.

223.2A shareholder
who is entitled to dissent and obtain payment under this Article may not
challenge the above named company action in court unless the action is
fraudulent or violation of Law. Except in those cases, his/her exclusive remedy
is that stated in this Article.For
purposes of this Article full value shall be calculated as of the date of the
meeting decision and without taking account of any increase or decrease in
value based on anticipation of the action. He/she shall be entitled to be
notified of the relevant value before making a final decision on his withdrawal
and on being so notified may change his mind and decide to irrevocably accept
the action and remain in the company.

223.3If action
creating rights under this Article is submitted to a vote at a meeting, the
notice of the meeting must state that shareholders are or may be entitled to
such rights and the notice must include a copy
of this Article.

223.4If action
creating rights under this Article is submitted to a vote at a shareholder
meeting, a shareholder who wishes to assert such rights must deliver to the
company, before the vote is taken, written notice of his/her intent, subject to
valuation, to demand payment for his shares if the proposed action is
taken.A shareholder who does not
satisfy this requirement, or who votes in favor of the proposed action, is not
entitled to payment under this Article .

223.5If action creating
rights under this Article is authorized at a shareholder meeting, a shareholder
who intends to demand payment under this Article shall deliver to the company,
within 30 days after the meeting vote, a written demand for payment for the
shares belonging to him with a statement of his name, residence address, and
the number and type of shares for which payment is demanded. If the shares are
represented by certificates, the shareholder shall deliver the certificates to
the company together with such demand for payment. If the shares are uncertified,
the company shall have the right to restrict their transfer until payment is
made. Otherwise the transfer shall take effect on the date of registration in
the shareholder list. A shareholder who does not satisfy the requirements of
paragraph 5 of this Article is not entitled to payment under this Article.

223.6Within 30 days
after its receipt of such demand the company shall pay each dissenter who
complied with this Article the amount that the company believes to be the full
value of his shares.The payment must be
accompanied by the company's latest annual and any later interim balance sheet
and income statement.

223.7If a dissenter
believes that the amount paid is less that the full value of his shares as determined
under this Article, or if the company fails to make any payment, he shall have
the right, during the period ending 30 days after such payment is made, to
request appraisal of their value by file a petition in the court within such 30
day period.The court shall have
jurisdiction and authority to determine such full value in accordance with the
standards in this Articleand order the
company to pay it.The court shall also
have jurisdiction and authority to engage appraisers and other experts for this
purpose, to determine whether the company or any dissenters shall pay legal
fees and costs.

Article 224

Determination of Value

224.1For purposes
of the immediately preceding Article 223 of this Law, the full value of
property or rights including a company's shares or other securities means the
price at which a seller having full information about the value of the property
or rights, and not obliged to sell them, would agree to sell them for, and the
price that a buyer having full information about the value of the property or
rights, and not obliged to acquire them, would agree to pay in such
acquisition.

224.2The
determination of such full value shall be made by the company's board of
directors except when, in accordance with the company's charter or the present Law,
the determination is made by a court, independent appraiser, auditor or other
person or entity.The members of the
board who make the determination must engage an independent evaluator or
appraiser or auditor.

224.3In making a
determination of the market value of a company's shares of common stock, the
price which a buyer having full information about the total value of all of the
company's shares of common stock would agree to pay for all of the company's
shares of common stock, and any other factors which the person or persons
making the determination consider(s) important, may be taken into account.

Chapter 11

Acquisition of Control
of a Company's Stock

Article 225

Acquisition of a
Control Block

225.1As used in
this Article, "affiliated persons" of a person means:

a) other persons in which the person owns more than 50% of
the voting power or otherwise exercises a controlling influence over,

b) family members of the person of the person is an
individual, or

c) persons who act in concert with the person to acquire
stock or exercise influence over a joint stock company under an arrangement or
understanding with each other and the person.

225.2A person who
intends, alone or together with his affiliated persons to acquire, taking into
account the number of shares belonging to him and his affiliated persons,
one-third or more of the common shares (herein called a control block of
shares) of a company with more than 500 holders of common shares, must, no
later than 30 days prior to the date of acquiring the control block of shares,
send written notice to the company about his intent to acquire a control block
of shares.

225.3A company, a
control block of shares of which is being acquired, does not have the right to
take actions that impede this acquisition of the control block, except when
such actions are taken by decision of a shareholder meeting, adopted by
majority vote of the holders of common shares taking part in the meeting,
excluding votes on shares held by shareholders who intend to acquire the
control block of shares, and excluding votes on shares held by affiliated
persons of the persons who intend to acquire the control block of shares.

Article 226

Offer to Shareholders
to Acquire a Company's Shares

226.1A person who
alone or together with his affiliated persons has acquired a control block of
shares of a company with more than 500 holders of common shares, must, within
60 days from the date of acquisition of such shares, make an offer to all of
the company's shareholders to acquire the company's common shares belonging to
them at a price not less than the maximum price at which he acquired the
company's shares during the last six months preceding the date of acquisition
of a control block of shares, except for the case when a shareholder meeting
adopts a decision to waive the right of shareholders to sell the shares
belonging to them in accordance with paragraph 4 of Article 223 of this Law.

226.2Written notice
of the offer to acquire shares shall be sent to all holders of the company's
common shares. The notice shall contain information about the person who has
acquired the control block of a company's shares and his affiliated persons,
including their names, residence and business addresses, the number of shares
belonging to them, the price offered for the shares, the price(s) paid by them
for the shares which they hold, and the period during which the offered
shareholders can accept the offer to acquire shares.

226.3A shareholder
may accept the offer to acquire shares within the period specified in the
offer, which may not be less than 30 days from the date of sending the offer to
shareholders.

226.4A decision to
waive the shareholders' right to sell shares belonging to them to a person who
has acquired or intends to acquire a control block of shares may be adopted by
a shareholder meeting by a majority of votes of the holders of common shares
participating in the meeting, excluding votes of shares belonging to the person
who has acquired or intends to acquire a control block of shares and excluding
votes of shares held by his affiliated persons.

226.5Acquisition of
a control block of shares and sending to holders of common shares the offer to
acquire the common shares belonging to them shall be completed within 120 days
from the date of sending the notice on acquisition of a control block of a
company's shares.

Article 227

Disclosure of
Potential Acquisition of Control Block

A person who alone or together with his affiliated persons
acquires or owns more than 20% of the common shares of a company with more than
500 holders of common shares, shall, no later than within 15 days from the date
that such person acquires the indicated number of shares, send written notice
to the company, stating his name, the names of his affiliated persons, the
number of shares of the company belonging to each of them, and his intentions
with respect to acquisition of a control block of shares.

Article 228

Consequences of
Noncompliance

A person, who alone or together with his affiliated persons
has acquired a control block of shares without complying with the requirements
of this Article shall, together with his affiliated persons, not have the right
to vote on any of the company's common shares belonging to him or them unless a
shareholder meeting adopts a decision to deliver to him and his affiliated
persons the right to vote on the common shares belonging to them.

Chapter 12

Dissolution and
Liquidation

Article 229

Voluntary Dissolution
of a Company

229.1A company may
be dissolved, and its business shall then be wound up and liquidated, at any
time by decision of its shareholders, as follows:

a) either the board of directors of the company or
shareholders shall adopt a decision directing that the proposedwinding up and liquidationbe submitted for approvalto a shareholder meeting, which may be either
an annual or extraordinary meeting. They shallprovidea plan for the winding up
and liquidation, with procedures to be followed, schedules and time periods for
the liquidation activities, and procedures for distribution to shareholders of
the company's property remaining after creditors' claims are satisfied,

b) written notice of the proposal and plan shall be given to
all shareholders entitled to attend the meeting, and

c) at the meeting the proposal shall be approved and adopted
upon receiving the affirmative vote of at least two-thirds of the votes of the
shares entitled to vote on the proposal at such meeting, except that if any
type or class of shares is entitled to vote on the proposalas a group, the proposal shall be adopted
upon receiving the affirmative votes of at least two-thirds of the votes of the
shares of each group entitled to vote as a group on the change. Separate voting
by a voting group in any company shall be required if it is required by the
company's charter.

229.2The charter of
any company may supersede the two-thirds vote requirement of paragraph 1 of
this Article as to that company by specifying any larger vote requirement not
less than two-thirds of the votes of the shares entitled to vote on the issue
and not less than two-thirds of the votes of the shares of each voting group
entitled to group voting on the issue.

Article 230

Winding Up and
Liquidation of a Company

230.1Following a
voluntary dissolution a company shall continue its existence as before but it
may not conduct any business except as appropriate for winding up and
liquidation, including collecting and selling assets, paying or providing for
creditors, and distributing remaining assets among its members.Such business shall be conducted by the board
of directors and officers exercising the same authority as before, unless the
company appoints a professional liquidator or other person or person to
exercise such authority.The fees of
such a person may be paid from the assets of the company.

230.2As soon as
practicable after the event causing voluntary dissolution, the company shall
file notice of the voluntary liquidation with the Registry pursuant to Article
40 of the present Law.If such a notice
has not been on file and publicly available for at least 30 days prior to the
company's conducting any sale of assets as provided herein, the sale may be
declared void by a court upon the application of any unpaid creditor. The
notice shall state, in the official languages of Kosovo, that the company has
elected to wind up the company's business and liquidate its assets; the date of
the event causing dissolution; the place at which creditors' claims must be
presented, the deadline for the presentation of such claims, the location and
timings for inspection of the list of assets and claims; and that sale of the
company's assets may occur no sooner than 30 days after the date of the notice.

230.3The company
shall send written notice to all of the company's known creditors, and it shall
allow secured parties to remove property in which they have a security
interest. If the company owns property in which secured parties have a security
interest, the company shall surrender the property to the secured party. The
secured party shall sell or otherwise dispose of the property in accordance
with the applicable Law on pledges. If the sale or disposition produces any
surplus over the secured debt, the secured party shall remit the surplus to the
company.

230.4Within 30 days
following the event causing the dissolution, the company shall complete an
examination of its books and records and compile an inventory of its assets and
a chart of its debts.The company shall
also determine a commercially reasonable method of selling the assets and the
time and place of their sale.The sale
may be public or private and by any commercially reasonable means.The company shall make the inventory of
assets and the chart of debts available for inspection for at least eight hours
per day for five business days preceding the sale.

230.5No later than
30 days following the event causing the dissolution the company shall cause to
be published in a newspaper of general circulation in Kosovo, in official languages,
an advertisement not less than 10% in sizecontaining the name of the company and all trade names used by the
company, a notice regarding the time and place of any public sale, or the time
after which any private sale shall have occurred, the location of the inventory
of assets and the chart of debts, and a statement setting forth when the
inventory of assets and the chart of debts may be examined.The advertisement shall also provide, for the
benefit of creditors or interested parties, information regarding the
procedures and deadlines for filing claims.

230.6Unless ordered
by a Court, the company may pay no claim that is not included on the chart of
debts.The company shall assess the
validity of each claim before it includes the claim on the chart of debts.Claimants who claim to be aggrieved by the
committee's refusal to include a claim on the chart of debts may challenge such
refusal in court.

230.7The company
may not postpone a published public sale date, but may adjourn a sale if necessary.

Article 231

Dissolution Upon
Expiration of a Company's Duration

A company shall be dissolved, and its business shall be
wound up, upon the expiration of the duration (if any) stated i n the charter
or another event specified in the charter as an event which causes dissolution
or termination of existence.Upon any
such event the company shall be would up and liquidated as provided in the
immediately-preceding Article 230 of this Law.

Article 232

Involuntary
Dissolution of a Company

232.1 A company
shall be dissolved, and its business shall be would up, upon the occurrence of
any of the following events:

a) failure to file the annual report or change of registered
agent as required under Part II of the present Law and expiration of the
applicable time periods in accordance with the conditions in that Part,

b) an order of the court that the company is dissolved
because it is not possible to carry on the company's business due to
illegality, deadlock in decision-making or other reasons, or

c) insolvency or bankruptcy of the company and dissolution
under applicable bankruptcy Laws.

d) in the case of a violation of paragraph 5, Article 155 of
this Law.

232.2 Upon any such
dissolution, if the company is not insolvent as so defined under the applicable
bankruptcy Laws the court shall supervise the winding up and liquidation
following the procedures stated in Article 230 of this Law or such other
procedures as the court considers appropriate.If the dissolution occurs pursuant to item "c" of
paragraph 1 of this Article above or the company is insolvent , applicable
bankruptcy/insolvency Laws shall apply and govern.

Article 233

Distribution of a Company's Assets
in Liquidation

In liquidation the assets of the company shall be applied in
the order of priority set out in the relevant bankruptcy Laws.

Article 234

Enforcement of Claims
Against a Dissolved Company

A claim against a dissolved company may be enforced:

a) against the dissolved company, to the extent of its
assets which have not been distributed to the shareholders, or

b) if the assets have been distributed to the shareholders
in liquidation, against any shareholder to the extent of his pro-rata share of
the claim or of the company's assets which have been distributed to him in
liquidation, whichever is less, but a shareholder's total liability for all
claims under this Article shall not exceed the total amount of assets
distributed to him.

PART VIII

TRANSITIONAL
PROVISIONS

Article 235

Transitional Period
For Existing Business Organizations Registered with the Registry

235.1 A business organization that was registered as of the
effective date of the present Law shall have 12 months following the effective
date of the present Law to take whatever actions may be necessary to fully
comply with the present Law.

235.2 If such a business organization remains out of
compliance after such 12 month period, it shall then be fully subject to the
penalties and sanctions provided for in the present Law, including possible
de-registration by the Registry.

235.3Any business
organization that was not registered with the Registry as of the effective date
of the present Law shall be fully subject to the present Law.

Article 236

Effective Date and
Repeal of Prior Legislation

236.1The present Law
shall enter in force after the Adoption by the Assembly of Kosovo on the date
of its Promulgation by the SRSG.

236.2On such date
the present Law shall come into force and UNMIK Regulation 2001/6 and UNMIK
Administrative Direction 2002/22 shall be repealed only to the extent that
other Regulations or Applicable Law do not refer to any of the provisions of
Regulation 2001/6 and Administrative direction 2002/22.

Any of the provisions in Regulation 2001/6 and
Administrative Direction 2002/22 so referred to shall remain in force and
supersede any provisions of the present Law inconsistent with Regulation 2001/6
and Administrative Direction 2002/22.